t is the ultimate irony that one of the most famous (and infamous) Beach Boys album has never even been officially released. Critics have endlessly discussed the impact of the group’s undisputed masterpiece, 1966’s Pet Sounds, and nostalgic fans have long been enamored of the band’s early surfing-cars-and-girls singles, but arguably even more attention has been dedicated to the group’s Smile era. Despite the impressive accomplishments of the Beach Boys during their early-to-mid ’60s peak, they will forever be remembered for the one accomplishment they failed to deliver.

The story of Smile has been well-documented, starting even before the sessions for the album fell apart. Although the relatively adventurous Pet Sounds had been a commercial disappointment compared to the Boys’ past work, it was also critically lauded and almost universally embraced within the rest of the musical community. The album’s emotional beauty reportedly brought Paul McCartney to tears, in a time when the Beatles and the Beach Boys were both competitors and a mutual inspiration for one another. It was a remarkable record that deliberately set off to infuse pop music with a naked emotional content that had not often been present previously. The true miracle of this phase of the band’s evolution is that Brian Wilson, who had masterminded Pet Sounds and most of the Boys’ other peak-era material, really knew that he was onto something special here. He was purposefully branching out into previously unexplored avenues, not just on a personal level, but for pop music in general.

Though Brian had been the de facto leader of the Beach Boys ever since their earliest days, in the mid-60s he truly came into his own as the primary -- even sole -- source of the band’s artistic vision. When he quit touring in 1964 to concentrate full-time on the studio (an idea the Beatles would embrace en masse a few years later), the Beach Boys’ records began to head into distinctly new creative terrain. 1965’s The Beach Boys Today! heralded this new direction with more audacious productions, serious, introspective (though still very teenage) lyrics, and the use of session musicians to play most of the instrumental parts. Brian followed up Today! with Summer Days (And Summer Nights!!), which was just as impressive in its epic pop scope. The glorious singles “Help Me Rhonda” and “California Girls,” coupled with equally stunning lesser-known cuts like “Let Him Run Wild,” “Kiss Me, Baby,” and “Girl Don’t Tell Me,” were indicative of Brian’s increasing confidence and ambition in the studio.

These two records were a drastic departure for the band, paving the way for the near-perfection of this more sophisticated sound on Pet Sounds. Most impressively, at least prior to Pet Sounds, the Beach Boys’ comparatively more experimental outings still sold lots of records, despite the restless tinkering with their already successful formula. With the weight of these expectations behind him, Brian set out to make what many -- Brian included -- claimed would have been the best album ever made.

But first, immediately after completing work on Pet Sounds, Brian returned to the studio to craft a song called “Good Vibrations,” which he had started during the early ’66 album sessions but postponed until he could dedicate his full attention to it. The single, called a “pocket symphony” by Brian, represented a completely unprecedented form of production, a massive leap forward in recording methods. As impressive as Brian’s multilayered production on Pet Sounds and its predecessors had been, “Good Vibrations” was an even greater leap forward in the Beach Boys’ evolution; it would also prove to be their last truly significant, commercially available work.

Using the studio as an instrument, Brian recorded multiple instrumental and vocal sections for the song, taking six months to record, re-record, and arrange the different segments into a coherent whole. He experimented with many different arrangements, finally crafting the definitive mix which has become one of the most famous and well-loved rock singles of all time. Although the other Beach Boys reportedly complained about Brian’s relentless attention to even the tiniest details, the result spoke for itself, and his efforts were validated in October of 1966 with the group’s first #1 selling single.

Fresh off this success and the critical acclaim for Pet Sounds, Brian was reportedly bursting with creativity and enthusiasm. He was anxious to complete a work that could compete successfully, both on a commercial and artistic level, with the contemporary accomplishments of the Beatles. The Beatles’ Rubber Soul, with its thematically consistent, high-quality suite of songs, had inspired Brian to create Pet Sounds, and the continuing friendly competition between the two groups further spurred Brian’s genius.

Smile was born from several projects Brian was considering at the time: an album of comedy, a fitness album, a record featuring only water sounds. In the fall of 1966, before “Good Vibrations” was released, Brian combined these ideas and began work on what would have been the Beach Boys’ next album, the successor to Pet Sounds. The album, at first dubbed Dumb Angel -- to indicate the conflict between spirituality and earthliness that would have been one of the record’s central themes -- represented a hotbed of Brian’s diverse ideas from this period. He wanted to make a record that would build on the innovations of the past year, continuing the group’s evolution from innocent surfers to an artistic outlet for Brian’s increasingly sophisticated ambitions. He also wanted to make an LP that would live up to its title, a happy record that would spread the “good vibrations” he so badly desired to foster in his fans.

The advance billing on Smile was incredibly positive. It was one of the most talked-about albums in the rock press in late 1966 and early 1967, and reports from journalists who visited Brian in the studio largely confirmed the expectations that this would be one of the most amazing recordings ever. Capitol, the Boys’ label, initially scheduled the album for a December ’66 release, a date that was continually pushed back as Brian dedicated more and more work to perfecting the album. Even as the sessions stretched out far beyond what had been anticipated, early in December Brian wrote up a tentative tracklist featuring the 12 songs that the album would feature when completed. Using this, the label commissioned the artist Frank Holmes to design a booklet for Smile, listing the songs Brian named on the back of the sleeve with a notation to look at the record itself for the proper order. The 12 tracks on Brian’s memo were:

Do You Like Worms?
Wind Chimes
Heroes & Villains
Surf’s Up
Good Vibrations
I’m In Great Shape
Child is the Father of the Man
The Elements
The Old Master Painter/Sunshine

Capitol printed up 400,000 copies of the album jackets along with Holmes’ 12-page booklets, still optimistically anticipating a release in the not-so-distant future, while Brian continued feverishly spinning off ideas for the record. The sessions halted several times -- including once because of a royalties dispute with Capitol -- and infighting between the other Beach Boys and Brian further stalled the recording. It’s clear that Brian’s arty ambitions for the album simply seemed weird and uncommercial to the rest of the group, and their clashes intensified as the sessions progressed. A particular bone of contention with the group was Brian’s new lyrical collaborator, Van Dyke Parks, whose abstract, poetic, and often nonsensical lyrics infuriated the other Beach Boys (especially the Wilsons’ cousin, Mike Love). Brian’s growing drug habit, which at least partially inspired the album’s heavy psychedelic content, was another problem, and his sometimes weird behavior in the studio raised concerns about the viability of the entire project.

By the early months of 1967, it was obvious that Smile was disintegrating. In February, Brian concentrated solely on the planned first single “Heroes & Villains,” only to abandon that and focus his efforts on “Vega-Tables,” which he also scrapped after two feverish weeks of work. Brian’s behavior was growing increasingly erratic and idiosyncratic, and he was frustrated by his inability to convey his ideas to the rest of his group. The sessions grew more fractured than ever, old ideas were abandoned and new ones commenced, and Van Dyke Parks left the project in the wake of criticism from Mike Love and the other Beach Boys.

By May of that year, the Smile album had been abandoned altogether, with countless hours of tapes thrown into the vaults. In its place, the group hastily assembled an album called Smiley Smile and released it in September of 1967 to an underwhelming reaction. The LP was a slipshod collection of salvaged Smile bits and pieces, featuring some material recorded during the ’66-’67 sessions, as well as some newly recorded parts. The record, in stark contrast to the crisp studio perfection of Brian’s previous work, was roughly produced and assembled in virtually no time at all.

The reaction to Smiley Smile was unenthusiastic, especially considering all the pre-release hype that had been given to this material for the previous ten months. In the wake of all that build-up for the greatest album ever made, Smiley Smile’s loony, half-finished psychedelia couldn’t really be anything but an incredible disappointment. The LP wasn’t helped by the fact that the re-recordings were distinctly inferior to the Smile-era versions of the same songs. Although virtually no one at that time had heard the gorgeous Smile realizations of “Heroes & Villains,” “Wonderful,” “With Me Tonight,” “Vega-Tables,” or “Wind Chimes,” there was still a palpable sense that the takes available simply didn’t live up to the group’s promise.

Now, with the actual Smile material accessible on numerous bootlegs, Smiley Smile only seems even more flawed, though it retains a certain charm in its off-the-cuff rawness and childlike whimsy. Still, the defining feeling running through the album -- and indeed all of the Beach Boys’ subsequent recordings -- is one of disappointment. Following the Smile debacle, the Beach Boys would never again approach the heights they’d once so confidently scaled. The late ’60s and early ’70s saw the group releasing a handful of uneven but enjoyable albums, many of which recycled Smile material as a draw to longtime fans. Even so, these albums were largely unsuccessful with both the public and the critical community, and re-packagings of their surf-and-sun greatest hits consistently sold much better than their new studio albums. Over time, the Beach Boys mutated into an oldies act, selling out large-scale tours on the strength of their nostalgic hits.

Brian Wilson’s role in the group has diminished along with his band’s success. Smiley Smile was the first Beach Boys album to bear the notation “produced by the Beach Boys” rather than the proud “produced by Brian Wilson” which had adorned the group’s peak-era records. Never again would Brian assert a dominant role in the group; on 1973’s Holland, he fully relinquished the production to his brother Carl, and subsequent albums have often hardly featured Brian at all. The wake of the Smile disaster left Brian’s confidence completely shattered. His self-perceived failure to compete with the Beatles destroyed all of his artistic drive, and though he’s released a few solo albums over the years, he has never truly come close to matching his former glories. The combination of his late-’60s drug use with his fragile ego has caused him to withdraw almost totally from public life.

All of this is the readily available mythology of Smile. The album has been one of the most discussed and dissected unreleased records ever made, and the availability of bootleg recordings documenting the sessions has only further fueled the dialogue. Multiple theories abound concerning what Smile might actually have been if it had been completed, and many mysteries are contained even within Brian’s semi-official tracklist, not to mention the scores of unfinished takes, brief instrumentals, and experiments that were attempted during the sessions.

Some who have written about the album -- most notably Domenic Priore, whose book Look! Listen! Vibrate! Smile! is considered the definitive tome on the subject -- have contended that Smile was virtually finished when Brian abandoned it, but the evidence suggests otherwise. Certainly, significant work was completed on almost all the songs Brian listed, but likewise almost none of them were finished. Preliminary mixes had been made (in some cases several times) for “Heroes & Villains,” “Wonderful,” “Cabinessence,” “Prayer,” and “Wind Chimes,” but “Surf’s Up,” “Do You Like Worms?,” and “Child is the Father of the Man” were missing crucial vocal parts, and the remaining songs (including “I’m In Great Shape” and “The Elements”) had only been worked on minimally.

More likely than Priore’s convoluted theory regarding Smile -- which went so far as to posit a song order based largely on speculation -- is that Smile was, simply put, nowhere near finished in May of 1967. Furthermore, any effort to guess at what the album might have sounded like would be nothing more than conjecture. When Smile was abandoned, the material that existed was spread out over months and months, comprising half-finished songs, fragments, experimental sessions, reams of vocal overdubs, alternate versions, and rough mixes. It’s virtually impossible to take this disparate, haphazardly compiled material and form an image of what Brian intended Smile to be at the time; to do so would require actually getting into Brian’s thoughts from the period, and even then it’s likely that he himself didn’t have a clear, constant, single idea for the album.

What exists from the Smile period, then, is the equivalent of dozens of separate albums that might have been. There is no sense in attempting to reduce these recordings to the traditional pop album it would’ve been if it had come out in 1967. Instead, the Beach Boys’ unfinished album is best heard as a movie reel on the making of a record: multiple takes of each song, with no definitive version. These recordings are among the most intriguing, constantly fascinating music ever made; in a way, a more informative and enjoyable listen than any non-existent Smile single album could have been.

This is the spirit with which I will approach the rest of this article, peering into the inner workings of each song from the Smile era, and hopefully shedding some greater light on the project as a whole along the way. The 12 songs from the Capitol tracklist will serve as signposts, guides to reveal a fuller picture of this nearly unfathomable work of art. As a portrait of the creative process at work, the Smile sessions are unrivaled in popular music, a voyeuristic thrill for the rock connoisseur, a diagram of the recording process laid bare.


Naturally, given the nature of Smile, numerous unofficial bootlegs of varying quality exist. The documentation of the sessions has been spread out over thirty years, and no definitive bootleg sums up the entire project. The popular (and now defunct) bootleg label Vigotone has produced a two-disc version that is considered one of the best for its balance between near-finished songs and session fragments, although it is marred by errors and incompleteness (for instance, it contains no completed mix of “Heroes & Villains”). Numerous other single disc approximations of the album have often been released, mostly consisting of the widely accepted “finished” songs. The best of these may be on the Sea of Tunes label, which has released a wealth of Beach Boys rarities. Their Unsurpassed Masters series dedicates volumes 16 and 17 to Smile, with the 16th installment featuring an 18-song line-up of rough full mixes, and volume 17 compiling three discs of studio sessions and song segments.

Another good source for the raw sessions is the Japanese vinyl bootleg Archaeology, which dedicates three of its five LPs to The Lost Smile Sessions, totaling to nearly two hours of studio sessions representing around fifteen different tunes from the album. Numerous other bootlegs have been made available over the years, but all of them essentially contain the same core material of (mostly) completed songs and session tapes, and relatively little new material has surfaced over the years.

There is also a sizable amount of Smile material available on official releases from Capitol Records. The Beach Boys consistently salvaged old material from the album for their new recordings throughout the ’60s and ’70s. The albums Smiley Smile (1967), Wild Honey (1967), 20/20 (1969), Sunflower (1970), and Surf’s Up (1971) all contained reworked and newly finished versions of Smile songs, some of them remaining true to the original conceptions, and some departing significantly from the originals. Additionally, Capitol’s reissues of these albums as twofers with two albums on one CD have also included a number of bonus tracks, many of which date from the late 1966-early 1967 era.

Capitol has also included some Smile-related material on the box set Good Vibrations: 30 Years of the Beach Boys, released in 1993; the set’s second disc includes about half a CD’s worth of Smile takes on some of the era’s most well-known songs. Several times, Capitol has attempted to release Smile material en masse, either as a single album or a box set compilation. In every case -- most prominently a proposed 1988 release for which engineer Mark Linett even prepared tapes of rough mixes -- Brian has sabotaged the idea. Some of Linett’s mixes have been included on the Good Vibrations box, though, and his unused mixes have also provided the basis for many of the newer bootleg releases.

In preparing this article, I have used all of the sources available to hear the Smile material. In addition to the officially released versions from the box set, the original albums, and twofer bonus tracks, I have relied mostly on Unsurpassed Masters, Vol. 16, The Lost Smile Sessions, and the Vigotone two-disc set.


Although Brian Wilson didn’t consider the short a cappella group chant “Prayer” a proper album track (and hence didn’t include it on his tracklist memo), it’s clear from the recording sessions for the song that he did intend for “Prayer” to be included on the Smile album. During the recording for the song, Brian told Mike Love (who thought the tune was good enough to be a full song) that “this is a little intro, you know, to the album.” This knowledge makes “Prayer” the only Smile song that holds a definitive place on the album, since Brian’s tracklist was only a preliminary listing of the songs that would be on the album, without indicating the order in which they would appear.

The song was recorded in one day (October 4, 1966) very early in the sessions for Smile, and was probably considered pretty much complete by Brian, since he did no more work on the tune for the remainder of the sessions except to cut out a brief section towards the end. Around five minutes of session tapes from October 4 have been preserved on bootlegs, and they provide a fascinating glimpse into how much work Brian would commit to even the simplest of songs. The tapes reveal that Brian probably didn’t think much of this song -- it was the introduction to the album, and he seemed eager to get it out of the way quickly and commence work on the real material. Throughout the recording, he rushes the other Beach Boys, reminding them that they had to get to work on “Wind Chimes” next; in fact, recording on that song was not commenced until the next day.

However, despite Brian’s desire to get this intro out of the way, he didn’t sacrifice any of his well-known perfectionism in recording it. Multiple takes were attempted of the complex multi-part harmonies, with Brian directing the other Beach Boys to get it exactly right. Not only was he trying to get the notes perfect -- which the talented vocalists could easily pull off -- but he seemed to be aiming for a more abstract quality in the performance that couldn’t easily be explained to the other singers. Once the group gets past actually learning the composition and starts getting the notes right, Brian also instructs them in the actual sound that the vocal blend should have. It is truly amazing to hear the progression from their first tentative stabs at the song to the gorgeous, full-bodied reading that they finally completed.

With its wordless, evocative harmonizing, “Prayer” would have been a perfect introduction to the album’s abstract themes and lyrical content, a nod to the Beach Boys of old while preparing listeners for the group’s new tendencies. As it was, the song wasn’t released officially until the 1969 album 20/20 (renamed “Our Prayer”) with only minimal overdubs added to the final section of the song.

One interesting note from these sessions is that Brian can be heard asking his brother Dennis for a joint between takes, and at another point someone asks “do you guys feel any acid yet?” This is one of many glimpses into exactly the conditions that the group was working under for much of these sessions; although things would get worse later, already there were signs of Brian’s demanding studio persona and the potentially crippling drug use of the band members.


Saying any more about “Good Vibrations” seems almost redundant, given the large body of work which has already been dedicated to this single. More than virtually any other hit in recorded history, it has been dissected and analyzed from every perspective. And no song can hold up to the scrutiny in quite the way that this one can; it remains as much a part of the rock canon as anything by the Beatles or the Stones, and arguably more influential and inventive than either. The bootleg labels Vigotone and Sea of Tunes have each dedicated an entire three-disc box to just this song, including multiple session takes and overdub sections. Analyzing this song in-depth would take up its own separate essay, and would be far beyond the scope of this piece.

However, it is worth taking a moment here to discuss the place that the track held in the context of the larger Smile project. “Good Vibrations” was not originally part of Brian’s conception for the album. Started in February of 1966, during the Pet Sounds sessions, the single was completed and released by October of that year, while the Beach Boys were involved in work on their next album. The single was at first supposed to have been on Pet Sounds, but Brian quickly realized that his ambitions for the song would have pushed back the album’s release date by an unreasonable amount of time. So, he shelved “Good Vibrations,” working on it only sporadically until Pet Sounds was finished.

Then, throughout the summer Brian recommenced work on the single, recording section after section in an effort to reach pure pop nirvana. The use of the Theremin -- an exotic instrument that is played without actually touching it -- was revolutionary for the time, but that was nothing compared to Brian’s inventive method of assembling the tune. The song was recorded piecemeal, a massive departure from past procedures that signaled the changes to come for the Smile sessions. Brian fastidiously arranged the recording, hiring professional musicians (as he’d previously done for Pet Sounds) and only bringing the Beach Boys in to sing. His attention to detail extended to every aspect of the recording, as the many, many snippets of available outtakes from the song reveal.

The various bootleg sets dedicated to the song capture the many ideas Brian threw around in recording it, and the extant studio fragments are in many ways as exciting as the finished song. The Capitol Good Vibrations box and the Smiley Smile/Wild Honey twofer include a collage (made by Mark Linett) of various sessions which trace the song’s evolution. The aforementioned twofer also includes the song’s first take ever, recorded on February 18, 1966, which features completely different lyrics than the single version -- the original Tony Asher-penned words, before Brian and Mike Love rewrote them in May. What this version reveals, more than anything, is just how complete this song was from the moment it was first attempted; even in its rough form, it’s a beautifully written gem.

Brian made many rough edits of the song during the six months he was working on it, always revising and re-recording until he had exactly the sound he wanted. The result was nothing short of the perfection he sought: a “pocket symphony” in every sense, full of complex arrangements, gorgeous vocal harmonies, and hairpin turns from one section to the next. And yet it was all so beautifully put together that not a note seemed out-of-place, and all of the sudden changes felt natural rather than jarring. It was, and still is, the best pop single ever made.

The importance of “Good Vibrations” for Smile cannot be underestimated either. The single was a complete validation of Brian’s wild ideas, a boost of confidence after the lackluster sales of Pet Sounds. With Pet Sounds, Brian felt he had made his most personal artistic statement yet, but the pride he felt in it was tempered by what he perceived as its failure in the marketplace. “Good Vibrations,” finally, unified Brian’s artistic and commercial ambitions, convincing him that he could be successful with both fans and critics.

The song also pointed the way towards the methods Brian would employ in the studio for Smile. The unique approach to recording “Good Vibrations” had resulted in a truly revolutionary single, and Brian envisioned the next Beach Boys album as being just as radical. He claimed that Smile would be “as much an improvement over [Pet Sounds] as that was over Summer Days,” and he planned to achieve those results by applying his new studio techniques to the entire album. The problem, of course, was that Brian’s new methods, expanded on a grand scale, could (and did) easily sprawl out of control.At the time of “Good Vibrations,” though, everything still seemed possible. The Beach Boys were on top of the charts and selling out concerts all over the world, and Brian was excited to be going back into the studio to work on a new batch of songs with his friend and collaborator Van Dyke Parks. Parks, incidentally, had been asked by Brian to rewrite the lyrics for “Good Vibrations” towards the end of the sessions for the song, but Parks refused so as not to get off on a bad foot with Mike Love, who co-wrote the song with Brian.

When Brian started work on Smile, he did not think of “Good Vibrations” as part of the album. It’s likely that he was later convinced to include it by Capitol executives -- who, facing the prospect of a second album in a row without a clear single, were eager to add an established hit to the decidedly uncommercial project. By the time Brian sent Capitol the tracklist memo, he had apparently ceded to the pressure, committing to the tune as one of the 12 tracks. In fact, when the Smile jackets were pressed, the label included the song title written several times below the album title, giving prominent billing to the #1 single in an effort to boost sales.

Still, even as a slightly out-of-place hit stuck onto an in-progress album, the song’s off-kilter majesty seems to fit in well amid the rest of the Smile oddities. Certainly, it would have been a lot more comfortable on that album than it ultimately was on Smiley Smile, where it sticks out rather conspicuously.


The proposed follow-up single to “Good Vibrations” was “Heroes & Villains,” a song which was one of Brian’s primary fixations throughout the album sessions. He worked harder and spent more time on “Heroes” than on any other song for the LP, and his conception of what the track should be changed frequently. Clearly, expectations for the next single after “Good Vibrations” were ludicrously high, and the pressure to create an equally ingenious hit may have been part of the reason that Smile fell apart.

In addition to being the chronological successor to “Vibrations,” “Heroes” inherited that song’s recording methods as well. The production on “Heroes” was conducted piecemeal, spanning virtually the entire time that Brian was working on Smile, with new sections being recorded and rejected all the time. Brian completed numerous rough mixes, with at least four vastly different versions of the song, but he never settled on a final mix during the sessions.“Heroes & Villains,” in many ways can be seen as the lynchpin of the entire Smile project, and a rather weak lynchpin at that. From the very beginning, this song commenced the unwinding of Brian’s ambitions, because unlike “Good Vibrations,” “Heroes & Villains” was not a finished, planned-out song from the moment it was started. Brian wrote and rewrote the song many times, with many different segments that would often be rejected and subsequently spun off into separate songs. As such, the sessions for “Heroes” were among the most prolific (and troublesome) of the period, spawning a whole subset of material that ultimately had little to do with the song itself. Virtually the only constant element in the song from its earliest stages to its official release was the opening verse, which began with the line “I’ve been in this town so long...” All of the available mixes kick off with this familiar energetic opening, but the rest of the song was constantly being re-imagined.

Because of Brian’s ever-shifting vision for the single, “Heroes & Villains” was always a much less cohesive song than “Good Vibrations,” with the different sections often transitioning rather jarringly into one another. “Heroes” is illustrative of the breakdown of Brian’s new compositional methods when subjected to a deadline. After all, “Good Vibrations” alone had taken six months to complete, a rather excessive amount of time to spend on a three-and-a-half minute single. In trying to apply his piecemeal studio techniques to an entire album, Brian overextended himself and ultimately collapsed under the pressure of turning out an LP that would meet his exacting standards.

The sessions for “Good Vibrations,” though long and perhaps overly perfectionist, had at least been working towards the concrete goal of a song that was already written. “Vibrations” had distinct parts, a definite structure, and some key constants in the arrangements at all points in its recording; Brian’s perfectionism, then, was limited to getting each part to sound just right. With “Heroes” (and the Smile album in general), Brian had no definite goal to work towards, and in addition to getting the music to sound perfect, he also obsessed over the proper placement of each individual piece of the puzzle. To make things worse, he often redefined his objectives in mid-thought, as we can hear from the mounds of half-finished Smile scraps. “Heroes” was continually reinvented, each time drastically altering the tone and idea of the composition, while scrapping weeks of work on a whim. As such, the sessions stalled -- for the song and the album as a whole -- and eventually ground to a halt altogether. In February 1967, Brian concentrated all his efforts on the single, stopping work on all other songs. Nevertheless, by March the sessions had broken down yet again without an acceptable mix, and for a few weeks in April Brian considered “Vega-Tables” to be the first single, probably because “Heroes” had been so problematic.

What remains of “Heroes & Villains,” though, is nevertheless fascinating. Even more fractured (and arguably more inspired) than “Good Vibrations,” this single track was a distillation of everything that Brian was working towards in this period. The song, along with its numerous spun-off tracks and discarded sections, is a pocket opera where “Good Vibrations” was a “pocket symphony.” In all its various versions, “Heroes & Villains” told a story, though the actual narrative changed depending on what sections were being added or discarded at any given time.

Brian regarded the track as “a three minute musical comedy,” a fulfillment of his aim to fuse humor into a rock record. “Heroes,” as heard in its original Smile context, is not a comedy song per se, but its lighthearted tone and frantic lack of structure give it a distinctly fun feel. The version of the song that was eventually released, however, contained few hints of what Brian had been working on for Smile. The official follow-up to “Good Vibrations” was not released until July 31, 1967, almost three months after the album sessions fell apart. Hastily re-recorded and assembled for the Smiley Smile LP, this official version of the “Heroes” single bears little resemblance to the various Smile takes, in either tone or quality.

Although this version is, on its own merits, a pretty remarkable tune, it could not have been anything but a disappointment coming as it did on the heels of the album collapse and the incredible hype that had been built up over the preceding months. The disjointed mix which appears on Smiley Smile was cobbled together from a combination of new recordings and raw material from the various Smile takes. In fact, a surprising amount of the single does come from the 1966 and early 1967 sessions, but its arrangement and production are intentionally rough and slipshod, indicating the complete end of an era; after this song, Brian would no longer be the studio guru.

The single starts familiarly enough with the famed first verse, just as all known versions of the song did. Following this is a segment called “Bicycle Rider” that dates from the Smile sessions, illustrating Brian’s wild creative process at this time. This brief theme -- which echoes the “Heroes” melody -- was originally part of “Do You Like Worms?,” which was developed concurrently with “Heroes.” During the recording of Smile, Brian would frequently take sections from one song and move them into a different one; he was continually trying out new things just to see what they would sound like. And “Worms” and “Heroes” were almost certainly related to each other to begin with, so moving “Bicycle Rider” into the single was a natural idea.

The theme itself appears in several different forms from the Smile era. Many versions are instrumental, featuring just the familiar piano melody and bassline, but there also exist several different lyrics. For “Worms,” the song features the brief lyric, “Bicycle rider, just see what you’ve done/ done to the church of the American Indian,” backed up by “oga-chucka” backing vocals; these words echo the theme of westward expansion running through “Worms.” The version of “Bicycle Rider” used on the “Heroes” single release replaces these lyrics with a chant of “heroes and villains” that follows the same melody. Although versions of both “Worms” and “Heroes” exist with and without the different vocals, it’s likely that “Bicycle Rider” was intended to have lyrics in both incarnations had the songs been finished.

Following “Bicycle Rider” in the Smiley Smile single was a newly recorded short verse (starting with the lyrics “stand and fall...”), then a vocal breakdown of “doo doo doos,” leading into the “my children were raised...” section. The song then repeats the opening verse, slower and accompanied only by piano; Brian cleverly makes a slight change in the familiar wording, singing “I’ve been in this town so long/ so long to the city.” This section ends with “heroes and...” which cuts off to a reprise of the “Bicycle Rider” theme as a fade to the song.

Although this is the most well-known version of the single, it’s instructive to take a similarly close look at an earlier mix of the song. As was already mentioned, “Heroes & Villains” was the prime example of Brian’s “modular songwriting” (as Van Dyke Parks called it), a song written in parts and constructed piecemeal. Before the Smile sessions collapsed completely, Brian completed many different rough mixes of “Heroes & Villains,” each time with different constituent segments. The last one he finished, commonly called the “Cantina” mix, is also the only existing Smile-era mix of the song we have today.

The “Cantina” version – named this by collectors after a line in a verse towards the end of the song -- is commonly thought to have been a strong contender for a single release at the time it was completed in February of 1967. Engineer Chuck Britz even recalls mixing the song for a single release, which never happened for various reasons. It’s possible that the song simply didn’t come out because of the royalties lawsuit that the Beach Boys and Capitol were embroiled with at the time, but perhaps more likely given Brian’s continued tinkering with the song is that he wasn’t quite happy with it yet.

Nevertheless, this mix of “Heroes” remains, for many Smile fans, the definitive version of the song, and a much more viable single than the one that actually came out. Interestingly, although it was the last version of the song completed before Brian compiled the single, this mix is almost completely different from the one already discussed. After the familiar opening verse (the same take used in the single), the song transitions into the same a cappella breakdown that was included at a later point in the Smiley Smile mix. This part is followed by the “In the Cantina” verse, which Brian wrote and recorded on January 27, 1967. At the end of this section, there is a shout of “you’re under arrest,” signaling the abrupt transition into the next part. On the session tapes for the “Cantina” verse, an extra brief section of “woo woo woo” vocals precedes the policeman’s shout; Brian excised these vox from his rough mix to smoothen the flow.

Following “In the Cantina,” the song moves on to the “my children were raised” verse; the vocals for this part were re-recorded for the Smiley Smile version, and this earlier take has a much more upbeat reading of the lyric. Additionally, there is an extended verse (with music very similar to that on the opening verse) featuring the lyrics “at three score and five/ I’m very much alive,” which doesn’t appear on the eventual single release. The song next breaks down into a very interesting segment of repeating “dum dum dum” vocals that almost sound like the tape is breaking. Listening to the sessions for this part, however, reveals that much of the effect was actually accomplished without the aid of tape effects. Brian in fact composed this vocal bassline for the other Beach Boys to sing, and the arrangement of voices makes the part sound like it’s coming out of a skipping record player even on the original tapes. Brian is often credited for his advanced production techniques, but his compositional skills were often just as inventive, and are too often given the short shrift. Obviously, Brian still manipulated the end of this part to make it completely break down.

This breakdown leads into the song’s coda, one of the most problematic parts of “Heroes.” Brian fiddled with the coda to “Heroes” very often, and for this version he took a part from another song, as he frequently did. This segment, with its clip-clop percussion and a vaguely Western-sounding melody, was for a long time thought to be the widely discussed but unheard “Barnyard” segment. In actuality, this part was actually taken from the end of the song “The Old Master Painter/You Are My Sunshine.”

The differences between the Smiley Smile and “Cantina” versions reveal just how flexible “Heroes & Villains was, structurally. Although there is a certain similarity between the two songs, the structures are completely divergent, and tonally they are rather distinct. Whereas the Smiley Smile single is characterized by hasty, haphazard edits and drastically changing moods, the “Cantina” mix is much more consistent throughout, its edits still abrupt, but more logical. In this sense, the “Cantina” mix is a better follow-up to “Good Vibrations,” since it is comprised of very disparate parts that still fit together naturally and sound like they go well together. Certainly, part of the charm of the single mix is its haphazard, rough-sounding construction, but it’s at the sacrifice of coherence.

Earlier versions of “Heroes & Villains” probably hold even less in common with one another than this example illustrates. It is known that Brian made several rough edits of “Heroes” prior to completing the “Cantina” mix, but none of these edits have surfaced. The first version of the song was mixed on May 11, 1966, but it was unfortunately taped over; it apparently included “You Are My Sunshine” as a section and held little in common with the more familiar recordings of “Heroes.” The next time Brian mixed down the song, it was probably somewhat more related to its eventual version, though still just a distant cousin. This October 20 mix is the source of the “I’ve been in this town” first verse, which was the only segment of the song to carry through to all subsequent mix-downs of the single.

A piano-only demo of this incarnation of the song appeared recently on the 2000 Endless Harmony soundtrack, and it reveals “Heroes” in its original form, as a farm-themed composition with an almost completely different structure than the one we know today (more about this when we discuss “I’m In Great Shape”). Later, the entire second half of this version was removed, its constituent parts moved into other songs, and new parts moved into “Heroes.” This rearrangement probably featured at least some of the new verses that appear in the later mixes (“three score and five,” “my children were raised,” etc.) and the “Bicycle Rider” theme from “Do You Like Worms?”

During these early phases of recording, Brian completely changed the structure of “Heroes” very frequently. He recorded many different parts of varying length, and probably tried them out at different points in the track. A few brief a cappella chants, like “Do A Lot” (which later became “Mama Says” on Smiley Smile) and “Whistle In,” were first attempted at these sessions. Where these parts might have been placed within the song is a matter of guessing, at best, since there are no rough mixes from this phase in the song’s evolution. At some point, however, Brian replaced “Bicycle Rider” with the new “Cantina” verse; presumably, “BR” was returned to its original home in “Worms” at this point, although Brian eventually chose to use “Bicycle Rider” in “Heroes” again when he re-assembled the song for Smiley Smile.

Although the “Cantina” mix was the last completed version of “Heroes & Villains” during the early 1967 sessions, Brian did record more work on the song before canceling the project altogether. The last recordings on “Heroes & Vilains” during Smile -- known collectively as the “version 4” or “part 2” variations -- comprised several main pieces of music. These parts contain some of the most gorgeous vocal harmonies that the Beach Boys recorded during these sessions; for those who miss the complex multipart singing that the Boys abandoned almost permanently after 1967, this is the place to start exploring Smile.

“How I Love My Girl” seems to have been part of a new, upbeat reading of “Heroes & Villains” that Brian was working on around this time. Starting with soulful, barbershop-type “da da da” harmonizing, this piece then ends with a harmony on the title line. It seems likely from a few rough partial mixes from this time that Brian intended for the “How I Love My Girl” part to transition directly into a new, uptempo reading of a “heroes and villains” chant. Several chants of this kind from the “version 4” sessions exist, with various musical backings; the common component is a much more overtly happy bounce to the melody, and more complex vocal parts than appear on pretty much any other Smile outtake. These variations are truly beautiful, indicating that even at this late point in the sessions, in what must have been a stressful recording climate, Brian was perfectly capable of writing fantastic music.

It’s also interesting to note that, despite all the known problems, Brian was still very much in control of the sessions. The other Beach Boys may have been fed up with Brian by this point, but they didn’t let it bleed into the recording much on these tapes; Brian dominates the process, directing the rest of the group just as obsessively as he did on the much earlier “Prayer” sessions. At one point, he even instructs them to sing while smiling, and they run through multiple takes of every part. It’s sad to think that maybe, even this late in the sessions, the whole project was still in relatively good shape and might’ve been salvaged.

In addition to “How I Love My Girl,” these late “Heroes” recordings also yielded a new song called “With Me Tonight.” This track, which appeared in a new version on Smiley Smile, was first attempted during these late Smile dates; in fact, there were no Smile dates actually logged under the name “With Me Tonight,” which suggests that perhaps this track started life as a late-era addition to “Heroes.” Several recordings of varying lengths were attempted during the “version 4” sessions. A few short instrumental recordings -- with, incidentally, a melody somewhat similar to “Heroes” itself -- lend credence to the idea of this track as originally being just a part of “Heroes.” One very rough instrumental take was introduced as the “tag to part 1,” which would mark it as a possible replacement for the “Sunshine” tag that ended the “Cantina” mix.

Longer recordings of the song -- particularly the “on and on she goes” vocal intro -- could be either a replacement for the “Cantina” verse or an extension of the song. Some press accounts at the time contained suggestions of a five or six-minute “Heroes & Villains” single, so it’s possible that the “version 4” variations of “With Me Tonight” and “How I Love My Girl” would have made up the second half of the song. This theory loses a little credence, though, since there also exists a fully realized complete song take of “With Me Tonight” with fleshed out instrumentation and a structure similar to the way it would eventually appear on Smiley Smile. Most likely, “With Me Tonight” started life as part of “Heroes & Villains,” but by the end of the sessions it was almost certainly considered its own separate track, perhaps scheduled to replace a track like “Surf’s Up” or “Do You Like Worms?,” both of which had received less-than-enthusiastic reactions from the other Beach Boys.

There has been some discussion surrounding the “version 4” tapes of a possible two-part “Heroes & Villains” single. The theory was first suggested (or, ahem, invented) by Domenic Priore in Look! Listen! Vibrate! Smile!, and many others have picked it up from him. Priore suggested that “Heroes & Villains” was to have been a two-part single release, with side A being the “Cantina” mix and side B being an extended, mostly a cappella re-visitation of the main themes, featuring the “version 4” variations. The problem, unfortunately, is that not only is there virtually no evidence for this, but there is actually a wealth of evidence to the contrary. Brian even explicitly said in contemporary interviews that he had no idea what the B-side for the single would be, and was reportedly considering several different songs for the role (for Smiley Smile, he settled on the a cappella chant “You’re Welcome” at the last minute). Many bootlegs (most notably the Vigotone set), have followed Priore’s lead and produced supposed “part 2” mixes, but inevitably these have merely been edited together by bootleggers from the “version 4” variations. It’s far more likely, given the existing evidence, that Brian intended this material to be a part of the proper single somehow.

Regardless of what Brian’s plans for the single may have been, he was chronically unable to bring them to fruition. Throughout most of February and March, he worked almost exclusively on “Heroes & Villains,” recording for the “Cantina” and “version 4” mixes of the proposed single. But despite his best efforts, he could not seem to create a mix that satisfied whatever he was seeking. The pressure of perfection was simply too much for Brian, and he couldn’t have been unaware of the multiple deadlines that were slipping behind him with no finished product in sight. Still, he refused to simply “settle” for a mix, and by the end of March he had given up on the song altogether. He abandoned “Heroes” unfinished and shifted work to “Vega-Tables,” which he started calling the next single. Brian seemed unable to do what he had done so confidently with “Good Vibrations,” which was to craft a cohesive, accessible single from a pile of scattershot material. The greater pressure on him during the Smile recording, his deteriorating relationships with the band, Van Dyke, and Capitol, and the multiple problems still lurking with the rest of the album must have been a tremendous strain on his creative process.

Even so, from its first recordings to its last, “Heroes & Villains” was always the most important song on Smile. No song changed more drastically during the recording sessions, and no song seemed to have a bigger grasp on Brian’s imagination. It was the only song to be worked on at all stages of the project, and its transformations are a good indicator of just how intensive the recording of this album was. “Heroes & Villains” also spawned a wealth of material that wound up not being related to the song at all; “Do You Like Worms?,” “I’m In Great Shape,” “Barnyard,” “With Me Tonight,” and smaller parts of countless other songs all developed out of the single. It is impossible to imagine what Smile might have been without considering what could rightly be called the “Heroes & Villains” suite, a set of material all developed from the same source, following common threads of thematic ideas and musical motifs.


“Do You Like Worms?” has already been discussed a little in the context of “Heroes & Villains,” but in fact it was considered by Brian to be its own separate song in spite of the fact that it recycles some of the same melodic ideas. Recording on “Worms” was started on October 18, 1966, which was when the entirety of the instrumental track was laid down (plus Brian’s lead vocals). The “oga-chucka” backing vocals were added by the rest of the group on October 21, though the lyrics for the “Bicycle Rider” chorus weren’t recorded until January at a “Heroes & Villains” date.

The song was imagined as a lyrical journey across the United States from coast to coast, though in its surviving form it doesn’t quite realize this ambition. Nevertheless, it’s an admirable experiment that diverges from the rest of the Smile songs while remaining tied to “Heroes.” It starts with a rumbling rhythm on trashy-sounding drums (which is probably just due to the nature of bootlegs, though much of the Smile material is intentionally a lot rougher-sounding than Brian had ever recorded previously) and the Beach Boys singing the refrain “rock, roll, play myth rock, roll over.”

This refrain was to have been the song’s chorus; the verses have the “Bicycle Rider” melody, with the original lyrics that Van Dyke Parks wrote about “the church of the American Indian.” Lyrics were apparently written (but never recorded) for the entire song -- including the missing phrases “Once upon the Sandwich Isles, the social structure steamed upon Hawaii” and “having returned to the West or East Indies -- we always got them confused.” The song’s intended journey across America, obviously, was not to have been an idyllic but a satirical one, commenting on the colonizing and exploitation of the Americas by our European ancestors. These lyrics were either never recorded or were lost, and the only surviving verse vocal is the previously mentioned “Bicycle Rider” segment. It’s interesting that the reason this vocal exists at all is because it was actually recorded for “Heroes & Villains” when Brian was toying with splicing “Bicycle Rider” into the single; otherwise, “Worms” might have remained entirely vocal-less.

After running through a straight verse/chorus/verse structure for just over two minutes, there’s an unexpected bridge with Brian singing an approximation of a Hawaiian hula chant before returning to a fade of the rumbling drums segment, this time sans the chorus vocals. As with so much of the Smile material, it’s frustrating to hear this tune castrated as it exists today, without its full lyrics. Perhaps the reason that so much of this music seems experimental to us today is that it was unfinished, because it’s clear that Brian -- his unconventional production methods aside -- had rather standard commercial aspirations for a good deal of these songs. “Worms,” if it had ever been completed, might have been a stunning pop song.

But it was not to be, and not least of all because Mike Love made the song a particular target of his traditionalist hatred. Although it’s certainly not the easiest Beach Boys song to digest, “Worms” would probably have seemed much more palatable with its finished vocals. Again, for all of his experimentation and tweaking -- and with a few exceptions like “Heroes & Villains” -- Brian wasn’t doing anything too radical with song forms on Smile. A lot is made of the proposed multi-song suites and experimental collages, and the fact that so much of the Smile material is instrumental or at least has very minimal vocals. But these details are more due to the sessions’ failure than to the successes; Brian intended for his masterpiece album to be the best collection of pop songs ever made, and not much more.

Clearly, he had conceptual ambitions, too. “Worms” itself was part of a much larger conceptual suite built around the “Heroes” single and possibly also including “Barnyard,” “I’m In Great Shape,” and others (more on all this later). Additionally, there are common thematic threads running through most of Van Dyke Parks’ lyrics for the album, not quite creating a coherent narrative, but definitely constituting a step towards the concept albums that would become all the rage a few years later (you can decide for yourselves whether that’s a good or a bad thing). These ambitions, though, did not include drastic changes to pop music forms or structures themselves. Remember, Brian was using as his model the Beatles, and especially Rubber Soul, so his primary goal was to craft a set of songs, unified in mood and quality, that could rival such a pop pinnacle.

Though almost all of the songs for Smile were recorded in sections, the mixes that Brian assembled from these parts by and large followed standard verse/chorus/verse conventions, with maybe a bridge or extended coda thrown in there for variety. This is perhaps hard to grasp for latter-day Beach Boys enthusiasts who tout this album as a lost experimental work so far ahead of its time that it’s nearly incomprehensible. Brian was a bit ahead of the curve here, but just a bit. And ultimately, the Beatles won the race to the psychedelic finish line, releasing their psychedelic pop masterpiece, Sgt. Pepper’s, just as Brian’s work on Smile was disintegrating for good.

By: Ed Howard

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