Lane Changer Liner Notes

After Crabby Appleton had run its course and disbanded in early 1972, I spent

some time living life off the road in my rented 3 bedroom cottage-like house (so

plentiful in the Hollywood canyons and hills), writing songs. I lived there with

my calico cat Ace, surrounded by rhododendrons, avocado trees,

hummingbirds, skunks and forgiving and understanding neighbors who endured

the sound of loud electric guitars, without complaint. When I had come up with

a handful of songs I felt were worth presenting to people, I secured a

representative to shop my demos to record labels. I recorded a half dozen songs

with just guitar, vocal and guitar and vocal overdubs. A few of the songs were

ones I had been working on while still with Crabby, a few were newer ones. I

also included a doo wop version of a song from the 1930s, though I listen to

that one now and wonder what in the world I was thinking, other than “this

would be fun!”

The songs I recorded were:

Good Girl (a motel room song – written while on the road with Crabby)

Over My Dead Body (a song I’d written prior to Crabby, but one that never

quite fit with our sound and style)

Give Me Your Money

Dark Night

Bad Times (written while with Crabby – we worked up an early version)

Lane Changer (written while with Crabby, and inspired by visions of changing

lanes a thousand times on long drives between gigs)

Rendezvous With a Dream (a hit in the 1930s and featured in the WC Fields

film classic “Poppy”

Before long, Epic Records expressed interest in the recordings, and I signed

with them to record what would become the Lane Changer album. Discussions

with Epic about prospective producers for the project yielded the name Chris

White, who had been the bassist and a songwriter for the great British invasion

group The Zombies, and was now producing the group Argent, also on Epic

Records. I was given some Argent albums to listen to, and although their

material and style were very different from mine, the excellence of the

production of the records was immediately evident to me. They had depth and

crisp clarity and continuity – not just a collection of songs, but ALBUMS. I was

very pleased when Chris agreed to produce my album. The plan was to have

me record at CBS’ studios in London, where Chris would have some of the

musicians from Argent play on the backing tracks, as well as other musicians

he’d seek from his extensive ‘black book.’ I was to fly to London, rehearse with

Argent’s rhythm section for a day or two, and then we’d roll tape.

I’d never approached recording in quite so spontaneous a manner – I’d always

rehearsed songs with my band(s) until they felt ready and somewhat polished,

so I found this prospect more than a little intimidating. I requested that Crabby

Appleton’s keyboardist, Casey Foutz be allowed to accompany me to London

for the sessions, and Casey and I spent some time working on the songs I

planned to record. I don’t know if Rod Argent found it odd that I was bringing

“my keyboardist” along – musically carrying coals to Newcastle - but this

decision was based purely on my comfort zone entering the studio with

rehearsed arrangements, rather than any misgivings about Rod’s abundant

talents. And my long history with Casey had given me great confidence in his

melodic sense and stellar musicianship.

We flew to London in early September, 1973. I brought along my old Gibson

ES 335, my Gibson Dove acoustic, my old Gibson acoustic 12-string, a little

old Fender Princeton amp that I’d had modified to use as a pre-amp, and my

modified Marshall 100 watt amp head. Chris White picked us up at the airport,

and I’ll never forget our jet-lagged, addle-brained reactions, every time Chris

made a right-hand turn from the left lane. That took some getting used to.

We checked into the Hotel Russell in Russell Square, a stately Victorian affair,

rather stuffy and proper for a couple of Yank rock and rollers (we got many an

odd look from the patrons and staff, although the staff were always friendly),

but the hotel was within walking distance of CBS’ Studios on Whitfield Street,

so the location was ideal.

Once Casey and I had gotten over our jet lag, we met Bob Henrit and Jim

Rodford, Argent’s drummer and bassist, and set about teaching them the songs

they’d be playing on. (Chris White had it in mind to use them on the harder

rock material and to have other musicians play on the softer material). Bob and

Jim were not only as pleasant as they could be, making us feel welcome and

taking us round to the corner pub for a true taste of London life at its finest, but

they were top notch players and quick studies. My misgivings about only

having a few rehearsals to work up the songs soon disappeared. After two short

days of rehearsal, we started laying down basic tracks.

We worked quickly, once we got sounds, and a few takes were all that were

necessary for each song. We strived for live excitement, rather than perfection,

and I think the record benefitted from that spirit. Engineer Mike Ross was adept

at capturing the sound of loud rock and roll, more so than any engineer I’d ever

worked with. Some engineers hear distortion and want to clean it up. Mike

heard it for what it was – the sounds of amps being pushed to their pain

thresholds and interacting with guitars, making them tremble and shake and

sing. He was a joy to work with. A real joy.

I found out much later that Mike had engineered some of my all-time favorite

rock recordings, including material on The Who Sell Out album. Maybe it was

better that I didn’t know it at the time, or I might have been too awe-struck to

have had the relaxed rapport we enjoyed in the studio. And Chris was masterful.

There are many different sorts of producers, and I’ve had the pleasure of

working with some really fine ones. Some producers want to put their sound

and stamp on your album. Some are happy to observe the album being made,

and chime in when the need arises. But Chris was the perfect producer for this

record – deeply involved at every stage, yet gentle in his approach and never

demanding of his preferences. I learned to trust his judgement and welcome his

thoughts, and more than a few of the songs on Lane Changer were shaped by

his approach.

The tracks we recorded with Bob and Jim were:

Lane Changer Won’t You Please Do That Dark Night

Bad Times Give Me Your Money Watch Yerself

Casey, Bob, Jim and I were sort of an instant rock band, and we had a lot of fun

thrashing out those songs. In what seemed like no time at all, half the tracks for

Lane Changer were in the can.

The balance of the material on Lane Changer was mellower, and for those

tracks Chris called in Henry Spinetti on drums and Dave Wintour on bass.

(Mike Giles of the legendary King Crimson played drums on the track for

Flyer.) Like Bob Henrit and Jim Rodford, these guys were consummate pros

and fell right into the songs as though they’d already known them. And their

style was different from our rock blazing on the previous tracks – more intimate

and flexible. We worked quickly, and the results were really pleasing.

The tracks we recorded with this configuration were:

Touch My Soul Over My Dead Body Flyer

If memory serves me, I believe percussionist Gaspar Lewel added his unique

rhythmic tones and impressions to Flyer during the recording of the basic track.

With all the basic tracks recorded, the overdubs were next. I’d never worked

with horns on any of my previous groups – always guitar, bass, drums,

keyboards. But Chris White felt strongly that horns would bring out the soul in

Touch My Soul and the dirge inherent in Over My Dead Body. So he called in

John Beacham to play trombone, Mike Cotton on trumpet, and Alan Holmes to

play saxophone (as well as clarinet on Over My Dead Body). The addition of

horns on those two tracks transformed the songs, and I heard them in a new

light thereafter. I’ll be forever grateful to Chris for hearing where these songs

should go, before I ever knew it.

For Flyer, Chris had another horn player in mind. Nick Newall, (Chris told me

Nick also had a day gig, driving a cab in London), who came in with his

baritone, alto and soprano sax. We ran the tape of the track for Flyer, as Nick

played along, first on the baritone, then on the alto, and lastly on the soprano

sax. It was one of those magical moments one encounters in the studio, when

Nick began to play along on the soprano sax. Suddenly the song took flight, and

Chris and I jumped up and toggled the talk-back switch and shouted “That’s it!”

Nick’s solo on Flyer is one of my favorite elements of the entire album.

For over 40 years, the listings on the album jacket for Lane Changer have

carried an error – and it’s still there on this latest reissue. Rod Argent is credited

with playing the Mellotron on Dark Night, but there is no Mellotron on Dark

Night and Rod didn’t play on the track. The keyboard parts were overdubbed

by Casey Foutz on the Mini Moog. I distinctly remember crouching next to

Casey, with my hand on the Mini Moog’s pitch wheel, as Casey played, and I

tried to push the solo into some realm of madness, hoping to convey a sort of

nervous breakdown as the song spiraled out of control, and also hoping Casey

wouldn’t lose patience with my dalliances with the pitch. I have always loved

the way Dark Night ends.

There’s another listing error on Lane Changer – one of omission, but

intentional. For the song Watch Yerself, I told Chris I really wanted a guest

guitarist to play the lead. Chris said “Why don’t I give Jeff Beck a call, and see

if he’ll do it?” Really? Jeff Beck? You’re kidding me, right? But Chris wasn’t

kidding, and Jeff agreed to come down and play on the song. I’ll admit to

having some difficulty maintaining my cool as God strolled into the studio, sat

down in the control room, plugged his Tele into my little Fender Princeton and

began noodling along with the basic track played over the studio monitors.

Watching Jeff’s strings turn to liquid, as he played, was as amazing as one

would expect – just jaw-dropping. Jeff REALLY wanted to purchase that little

amp from me, but I would have none of it. He retired to the outer studio, we got

a good sound, and he took several passes at the solos, from which we derived

the final lead guitar track.

Sometime later, Jeff contacted Chris and said he’d prefer his performance be

anonymous. I was a little disappointed, but still thrilled to have watched him

play and leave his mark on my song. I really like what he brought to Watch

Yerself, and it’s the one guitar on the album that is very obviously not my

playing and a refreshing change.

My most difficult task during the recording of the album was the session for

Easy To Love. I was set up in a small isolation booth, with my Gibson Dove

mic’d at sound hole and also neck, and a mic for my vocal. We recorded guitar

and vocal together – live, if you will. There was nowhere to hide. Every little

squeak, every slight movement, was amplified to what seemed like deafening

level. I was using a steel slide on the guitar, and the slightest knock of slide on

guitar neck sounded like a gunshot! I think we did the song in three takes, and I

was greatly relieved to get out of that booth!

The recording of final vocals (I’d laid down “work vocals” on the tracks, for

reference) went smoothly and satisfyingly. Singing along to those tracks was a

gas! They were inspiring and energizing, and I was in my element.

For Touch My Soul and Won’t You Please Do That, Russ Ballard and Rod

Argent joined me for the background vocals. We had a good time trying to

emulate the Blackberries or some such soulful background group on Touch My

Soul.

I should mention the explosion that leads off side one of Lane Changer. As I

was walking to the studio one day, I saw fireworks for sale in a shop window.

They looked like the type we call “safe and sane” for backyard celebrations on

the 4th of July in the States. These were for celebrating Guy Fawkes Day,

coming up in a little over a month. I bought one, about six inches tall, and when

I got to the studio, I asked Mike and Chris to dim the lights in the outer studio

and open a mic and roll tape. I set the firework in an ashtray on a stand and lit

the fuse. I was ill-prepared for the explosion that followed. I figured the thing

would just spew sparks and then fizzle out. But this one went off with a loud

bang and I heard pieces of its discharge hit the high ceiling overhead. There was

an eerie silence that followed, and I feared I had done some serious damage to

both the studio and my relationship with engineer Mike Ross. But, thankfully,

when the smoke cleared, I had not destroyed either, and after the initial shock

wore off, we all agreed that Lane Changer should start with a bang.

The recording of this album, back in fall of 1973 was one of my most enjoyable

and gratifying experiences in the studio. Everyone involved was exceptionally

gifted and generous with their time and talents, and I am grateful for every

single one of them. I’m glad the album has finally been reissued on CD, and

hope listeners derive as much pleasure from hearing it as I experienced making

it.

Michael Fennelly

Lane Changer – words and music by Michael Fennelly

I used to be someone you cared for. I used to be someone you knew.

I used to be, I used to be, I used to be just like you.

I used to be your mother’s favorite. I used to be your father’s friend.

I used to be, I used to be, I used to be just like them.

I’m a lane changer, move over. Growin’ from the hair down.

I’m a lane changer, now veer off.

Find someone else you can push round, hold down, oh yeah.

I used to be your friendly neighbor. I use to be safe on the street.

I used to be, I used to be, I used to be so elite.

Touch My Soul – words and music by Michael Fennelly

A girl who is beautiful all of her life, she gets spoiled by the long free ride.

The girl who is homely on the outside is so often sour and bitter inside.

But the girl who blossoms late in her life,

like a flower from a weed, or a diamond from coal

Oh, she can shine with more radiance than sunlight,

and keep it all under control.

Ah, woman you touch my soul, touch my soul, touch my soul.

I’ve known you young lady since you were so small,

But oh, how you change with years

As if out of nowhere, in a young girl so plain, a beautiful woman appears.

You’re a girl who blossomed late in her life,

like a flower from a weed, or a diamond from coal.

And oh you can shine with more radiance than sunlight,

and keep it all under control.



Won’t You Please Do That – words and music by Michael Fennelly

Won’t you please do that? I can feel you burnin’.

Won’t you please do that? on fire.

Won’t you please do that? Won’t you give it to me?

Won’t you please do that? entire.

Won’t you please do that? Your way of lovin’

Won’t you please do that? it’s alright!

Won’t you please do that? You can love me, love me

Won’t you please do that? all night, yeah. All night.

Won’t you please do that? I’ve a soft spot in me

Won’t you please do that? right there!

Won’t you please do that? You can thrill me, kill me

Won’t you please do that? I don’t care, no.

Won’t you please do that? Come with me, baby

Won’t you please do that? tonight, night, night.

Won’t you please do that? Come with me, with me

Won’t you please do that? Alright, alright

Well, don’t stop, baby. Well just don’t stop.

Ohhhhhhhhhhhhhhhhhhh yeah!

Give it, give it, give it, give it, give it, come on!

(bumper sticker)

Over My Dead Body – words and music by Michael Fennelly

Two people together takes so much tryin’ and I’m tired of cryin’, just like you

But two people together’s better than one.

If you leave me, I’m done for, I’m through.

If you’re not the one I can see in my dream, I don’t wanna dream, no.

But over my dead body, that’s what I said. Yes I’d rather be dead than alone.

Nothing’s forever, no nothing can last.

We are here and gone so fast, here and gone.

But no life is here for me, if you won’t stay.

You are leaving no way to go on.

If you’re not the one I can see in my dream, I don’t wanna dream, no.

But over my dead body, that’s what I said. Yes I’d rather be dead than alone.

(Lane Changer album cover idea – rejected by Epic Records’ art department as

“too psychedelic”. Photo and digital process by Peter Read Miller)

Dark Night – words and music by Michael Fennelly

It’s a dark night, my love, that takes me from, takes me from you.

But oh, it’s a long road, my love, where I’m going, I’m going to.

And you, you can’t go my way. Oh no, you’ve ways of your, ways of your own.

But oh, it’s a dark night my love, when you’re alone.

It’s a sad time, I know. But what can we, what can we do?

A talk, a word would not change, no, where life takes us, life takes us to.

And you, you can’t go my way, oh no, no.

How could we, how could we have known?

But oh, it’s a dark night my love when you’re alone, yeah.

It’s a dark night. It seems like such a shame to lose you now, I know

It’s a dark night. when I love you so. Oh, it’s a dark night, my love.

(Back album cover mock up – rejected by Epic Records’ art department. Photo

by Peter Read Miller – artwork by Gregory Griffith)

Easy To Love – words and music by Michael Fennelly

I promise you no promises will have to be made.

The game won’t be decided ‘til the last card is played

I give to you, you give to me. Well it’s an admirable trade.

But you could be so easy to love.

I think about the nights I’ve spent wasting my time

Tryin’ to get to someone who just can’t read my mind.

A girl who understands me, well she’s so hard to find.


Ooh so easy, you could steal my heart if you tried

Ooh so easy, you could steal it away.

Ooh so easy, you can reach right inside.

You can take what you want. Go on, take what you may.

I promise you no promises will have to be made.

‘Cause promises can chain you, and they make you afraid.

No answers and no questions that you will have to evade


(B-side of Shine A Light single)

Shine A Light – words and music by Michael Fennelly

Shine, to light your way. Shine, to see you through.

Shine, shine a light. I will shine a light for you.

Sad and down, thinking how he used you, yeah.

Like a dream, but it was real, it was real.

Sad but true, and now there ain’t nothin’ left to do

But I will shine a light for you, for you. I will shine a light for you.

Spend your time asking yourself questions, yeah

Does he know how it feels, how it feels?

If he knew, he’d know the harm that just words can do

But I will shine a light for you, for you. I will shine a light for you.



I’ll shine a light to wash away your darkness, yeah

I’ll shine a light that you can feel, you can feel

And in the dark, when I’ve no other way to see

You can shine a light for me, for me. You can shine a light for me.

Shine, to light my way. Shine to let me see.

Shine, shine a light, you can shine a light for me.



Bad Times - words and music by Michael Fennelly

Well you can’t see from the outside what I’ve been goin’ through,

what I’ve been goin’ through.

But I’ve been burned in a bad way and I know what it can do

Yes I know what it can do.

I might look like I’d be a good time but you know I’ve seen bad times too

Yes you know I’ve seen bad times too, yeah.

Well I remember when last I was cryin’ and I remember who I cried it to

Remember who I cried it to.

Well I remember how I felt the last time when I took it from a girl like you

Just took it from a girl like you

I might look like I’d be a good time but you know I’ve seen bad times too

Yes you know I’ve seen bad times too, yeah.

Flyer – words and music by Michael Fennelly

My love was a flyer and I was so quick to learn

Fly higher and higher, she said. Our wings won’t burn

Straight for the sun, a wild look in her eye, she flew too high

I watched helplessly there, as she fell through the air with a cry

My love was a flyer, she was free as a bird

Ruled only by fire and with no cautious word

White feathered wings held by no earthly strings she flew too high

And so close to the sun that it melted her wings as she passed by

My love was a flyer but now she’s flown away

No money could buy her and no words make her stay

Off for the sun with the next willing one ‘til he sees why

She’s attracted to things much too hot for her wings and too high

My love was a flyer, she was. My love was a flyer, she was.

My love was a flyer.

Watch Yerself – words and music by Michael Fennelly

Jealousy is a part of me. Runs deep in my veins.

You hear no lies, don’t feel no pain.

I keep an eye out. It only takes one.

I can’t let, can’t let you run.

I picked it up from the past, you know. You learn from mistakes.

Two, three times, that’s all it takes.



So watch what you say. Just watch what you do.

Just watch yerself, I’m watching you. Yes I am.

Show me the way to an open heart if you can

Show me the way to put broken parts back again.

Life is so lonely you gotta trust now and then

Show me the way to believe again.

Jealousy is a part of me. It’s so hard to shake.

Jealous walls so hard to break.



So watch what you say. You better watch what you do, yeah.

Just watch yerself, I’m watching you. Yes I am.

Give Me Your Money – words and music by Michael Fennelly

All my money is used up, gone. I think it’s time to go home, go home.

But don’t, please don’t make me go back alone, alone.

I’ve given you the best years that I had. Now don’t you think it’s unfair, unfair?

To send me back flat broke when you won’t be there, won’t be there.

If you won’t give me a little love, well then give me your money.


As long as I’m going home without you, let me live the life I’m accustomed to.


Give me your money.

Ha, ha, ha yeah. It’s the truth.

Now everyone knows that times are so hard.

Even a child could understand, understand.

The tax, the rent, lord it’s spent ‘fore it hits my hand, my hand.

You know I don’t have a dime for my dinner.

I don’t have any fine things, no fine things.

But you could make a small fortune just by pawning your rings, all your rings.

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Lane Changer Liner Notes