24: Wardenclyffe Tower (1992) and Then! (1990/2003)

Wardenclyffe Tower, Tesla's idea for electrical control of rainfall.
 (From the book "Tesla" by Dr. Branimir Jovanovic)

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Wardenclyffe Tower (1992)
Then! (1990/2003)

Sparking the Wardenclyffe Tower
     Allan Holdsworth's first album of the '90s (under his own name) was Wardenclyffe Tower, featuring many of the same band members he'd been working with on previous albums Sand and Secrets (ultimately featuring a total of three different drummers and four different keyboardists). However, Allan somewhat considered it to be almost a "solo" album, since the rhythm section layers were generally added on after the song structures were already in place with SynthAxe or guitar. Steve Hunt describes this process below:

     “When we did the 'Wardenclyffe Tower' album, that album was done in such a weird way, because the genesis was from (the album) 'Secrets'. Allan really liked the way “Peril Premonition” turned out, and the process there was that Chad and Allan had done a sequence, and Allan played to that (melody and solo). Then that was taken to the studio, and drums and bass were added to that. So some of the tunes on 'Wardenclyffe Tower' were done in this fashion.

     "I remember spending time alone in Allan’s home garage studio in Tustin, playing to a computer sequencer with some type of nondescript, repeating drum groove - no specific 1-2-3, just some rhythm that could go over any time signature - and Allan’s SynthAxe chords, for the tunes I played on - no real drums or bass. And then I’d have to lay all my parts on top of that, and (then) I would solo over that. In fact, I didn’t even know what the actual roots were going to be… or the drum part. I was a bit worried that what I figured out the chords and roots to be wouldn't be the same as what Jimmy would later be playing. If he played an 'odd' root it could have changed the scale - and then it would sound like I played a wrong scale!!! Haha. But luckily I didn’t run into that… as far as I know. 

     "I think that’s a beautiful way to do it. Jimmy would come up with notes that maybe Allan wouldn’t have come up with, and I think he loved that fact. And he gave me that same kind of freedom - this is the structure, this is the scale. But I would come up with some other structures I would hear, and he was totally fine with it. It gives the musician the creativity, the freedom to create within that world." (101, 76)

     From a sonic perspective, Wardenclyffe Tower broke new Holdsworth-ian "gear ground" with the addition of Monterey luthier Bill DeLap's semi-hollow body "baritone guitars". These were essentially guitars whose range and tone were enhanced by extending the length of the neck (away from the body) to reach lower bass registers. These were used in addition to his DeLap-customized Steinbergers.

     "They're kind of like Steinbergers. They have to be made of wood though, because we can't get a mold done, it's too expensive a process. It's just a normal guitar, but unbelievably long. There's one with a 36-inch scale, the other one's 38, one of them's 34. Basically, one of them is like a long scale bass length, the other one is longer than a full size bass, and the big one is four inches longer than that. The smallest one is tuned down to C, the medium one is tuned to Bb, and the huge one is tuned down to A. They're all a 25 1/2 inch scale length from the low E, so the tone is as close to a normal guitar as I could get...they've all got the same gauge strings on it that I use on a normal guitar, that's why they're so long. 

     "But the thing that I wasn't expecting was the extra bonus in the tone. It's not only the low end - which really sounds great, like a big cello or something - but the mid-range is different as well, it has a totally different color. I'm really loving it. It's a more nasal sound in the mid-range, like an oboe or an English horn - beautiful. They did something that I didn't expect, but something that I could have only dreamed of. It's a beautiful tone, but the instruments are unbelievably hard to play...trying to play certain chords on there is pretty gnarly - but I only wanted it for the sound. It might not become something that I use all the time, but I really like that C one because it's playable, and it does have some of the depth that I was looking for." (64)

     A shaky-cam bootleg video of an improvisation using a baritone guitar can be seen here. A DeLap double-neck guitar (top neck probably tuned in fifths) can be seen in action here. In photos, a baritone guitar can be identified by the additional frets added after the 24th (double-dotted) fret. Contrary to how it appears, the pitches of these frets are not actually higher, since the open strings are tuned lower. For example, a normal low open E from a regular guitar could be found at the 5th fret of a baritone guitar. This of course meant relearning the fingerboard once again...

Allan with his 38" scale baritone guitar "Gonan".
(Photo: David Coralnick)

     The album also saw a move away from the SynthAxe, due to it's unfortunate lack of "product support".

     "...This last album, I only used the SynthAxe on two tracks - I didn't use it much. (Before recording the new album) I was getting to a point where I was going to abandon playing the guitar altogether and only play the SynthAxe. I thought it was closer to what I wanted to do musically, in my head - sonically, the whole thing. With the SynthAxe, I could use it as a wind instrument. I used to use it with a breath controller - I could use it as the wind instrument I had always wanted to play since I was a kid. I didn't have to deal with distortion and shaping a distorted guitar sound into something musical, which is a real challenge. It's been one of the problems I have all of the time with the guitar - I want to make it sound more like a horn. But at the same time, the fact that you have to use any sort of distortion to get sustain is a kind of a Catch-22. You have to use something you don't want to use to get something that you want to use. I didn't have any of those problems with the SynthAxe. It was really clear and really easy. The fact that is has the keys as well as the strings - that was a stroke of genius for me. What I got afraid of, is that I tried to keep in contact with them [SynthAxe Inc.] about any future things that they wanted to implement, and ideas that I had about modifications and improvements. The barrier broke down, and in the end - and right as it is at this moment - they don't exist at all. There's maybe two or three guys on the whole planet that could probably fix one." (36)

     Amplification-wise, Allan's set up continued on from the Secrets days.

     "For a long time now I've mainly been using Boogie stuff. I just discovered the Dual Rectifier. It's a cross between some of the things I liked about their old amplifiers, and it has a lot of what's happened afterwards. It has a vocal quality that I really like. I also have a 50 Caliber which I've used for a long time. It's slightly modified so it doesn't have as much gain." (38)

It's interesting to note that in his 1993 REH instructional video ("Just For the Curious"), Allan is seen also still using the Norlin Lab L5 amps for his clean tones.

     After the recording sessions for Wardenclyffe Tower were completed, Allan went on tour (with new bassist Skúli Sverrisson replacing the booked Jimmy Johnson). The final mixes were only completed after returning from touring (and moving to a new house and home studio).

     "The problem I have with "Wardenclyffe Tower" is that the album was recorded a long time before it was mixed. It was recorded over a year prior to releasing it and the reason is that we recorded it and the scheduling was such that I could never get to mix it. I started to mix it one time and I wasn't happy with the mixes so I stopped and we went out on the road. I came back and tried it again. I usually go to Front Page [studios] in Costa Mesa and I mixed it there pretty quick. I thought it was going okay, and then when I listened to the mixes I wasn't happy with them, so I didn't release it. I was gonna do it again, but because of the amount of time that had gone by, I started to get really fed up. I was getting very tired of it. So I thought, having played the mixes to my friends and the guys, to release the mixes that I had done at Front Page, which is how the album is now. But I'm not completely happy with the way the mixes are now. I decided to go to the studio at that time with "Wardenclyffe Tower" because I didn't have my home studio set-up working because we had just moved. So, otherwise I would have tried to do it at home again, but I didn't have a set-up going at the house. We moved everything and I lost the set-up I had, so I had to start again. I think the album is what it is. I think it's pretty good. The thing that lets it down for me is just that I would have liked to mix a couple of tracks again—not everything." (36)

Expanded 1993 Japanese release.

Light Without Heat: Music Analysis
     Allan's previous album, Secrets, contained only 4 Holdsworth-penned compositions, but Wardenclyffe Tower has him returning as the main composer (with 6 out of 8 songs - 9 out of 11 if you count the Japanese bonus tracks). Compositionally, Wardenclyffe builds on the poetic-exploratory direction he established in the Secrets pieces "Secrets" and "Endomorph". Allan's new songs here feature a similarly unique fusion of leisurely-paced, almost pastoral melodies with deceptively-complex harmonies and key changes. In contrast to his '80s songs, some of these new compositions come across more as tone poem landscapes hung on mischievous harmony modulations. In other words, there are much less (if any) repeating 4-bar boogie vamps, or repeating verse-chorus type structures. This style is actually much closer to 20th Century classical music and film music than rock jams. Four of these songs ("5 to 10", "Wardenclyffe Tower", "Against the Clock" and "Oneiric Moor") even have "real world" sound effects (and field recordings). In order to achieve these changing harmonic landscapes, Allan often tried to find "smooth" modulations to get to new key centers during a theme.

     "I wrote ("Sphere of Innocence") in a very short space of time – except I couldn’t get it to modulate, and even though the basic tune was written in like a few hours, it took me 6 months to finish it – to get to where you couldn’t hear it – the key change - that went back. Modulation has always fascinated me about music. It’s like if somebody listens to the tune they’ll go, ‘Oh yeah, I know that melody’, and then if you actually try to play it later, you go like ‘Wait a minute, it’s not in the same key...’ It’s changed like maybe 2 or 3 times – without (you) really noticing it. It’s like a little magic puzzle. I like that." (66)

     As Allan indicates above, if you "tried to play it", the ever-changing contours of Allan's Wardenclyffe Tower songs made their solo sections increasingly complex to navigate (although not as labyrinthine as the previous "The 4.15 Bradford Executive", or the forthcoming "Tullio"). In fact, only Steve Hunt's "Dodgy Boat" and "Sphere of Innocence" were ever really incorporated into the live band's regular setlist ("Dodgy Boat" and Chad Wackerman's "Questions" are just slightly less complex structurally, but both still employ some thorny harmonies and enigmatic tonalities). Even just learning these songs and their iconoclastic modulations were sometimes challenging prospects for the band members...

     Steve Hunt: "Basically, Allan would just play the voicing and melody of the tune part, and I would have a blank page or staff paper sometimes, and just make notes and write down chord symbols the way I thought of it - or sometimes just put letters down on top of each other (stacked)…and then figure out the form. The solo section was always different than the constructed song. Only “Pud Wud” and “Funnels” were tune/solo (the same kind of tunes (harmonies)). After figuring out the voicing and structures of chordal material, I would figure out scales that fit, and would ask Allan about some of them. It usually took me a while to get a feel for the chordal and scale structures, and get to a point where I could take a halfway good solo. I know Alan Pasqua would listen once through the track and then play a solo… Hate him!! Haha." (101)  

     Unfortunately, Allan's fondness for "magic puzzles" wasn't shared by some listeners. One review (Allmusic) characterized the album as "formless" - maybe he was expecting another "Metal Fatigue" or "Road Games". When explaining the album's title inspiration, Allan might have been unconsciously preparing for the reception to his own work.

     "It's about this particular tower and Nikola Tesla. I was always intrigued when I had the big book with his patents and everything. He seemed to be a guy who was doing things, being really creative - and it seemed he wasn't in the right time to be doing what he was doing! [laughs] Although what he did contributed to everyone - and everyone benefited - not many people actually know he was responsible for all the things that he did." (36)

Wardenclyffe Tower (1992) Produced by Allan Holdsworth Allan Holdsworth: Guitar, Baritone guitars, SynthAxe, composer Chad Wackerman: Drums (1, 3, 5, 7, 9-11), Keys (7), composer (7) Steve Hunt: Keys (1, 2, 4, 5), composer (4) Gary Husband: Drums (2, 4), Keys (3) Jimmy Johnson: Bass (all except 8) Naomi Star: Vocals, cowriter (6) Vinnie Colaiuta: Drums (6) Gordon Beck: Keys (9, 10) The Bonus tracks were first included on the 1993 Japanese release.
Trk	Title	Dur	Song Breakdown
1	5 to 10	5:37	Allan Holdsworth: Guitar, SynthAxe Jimmy Johnson: Bass Chad Wackerman: Drums Joel ("the demon barber") Schnebelt: Jazz Fan (apparently, long-time friend, fan and fellow bicyclist Joel Schnebelt used to cut Allan's hair...) Solos: AH: Guitar Steve Hunt: Keys      This serious/cheerful groove essentially uses a pedal harmony as a kind of "refrain", punctuated by different cadence variations. During the solos, the pedal parts act as "questions" and the cadences are the cheerful "answer"  - however the 'mood' of each role changes during each solo chorus. Below I marked out the "bipolar" structure for this particular solo. This solo structure occurs in many of Allan's other songs, but here the "answers" have much more variety... 0:00: Drum roll into mid-tempo "main refrain": syncopated, rising/falling synth accents over pedal bass, answered by high, glassy textures. Short and long cadence modulations/variations separate additional pedal/seesaw harmony refrains. 1:00: Guitar solo over refrain and modulated cadence variations, moving towards somewhat more 'upbeat' major key cadences towards the end of each chorus. 1:00: 1st solo chorus, 1st Question (pedal refrain) 1:18: Answer (cadence) 1:27: Q 1:36: A 1:45: Q 1:50: A 1:57: Q 2:02: Q (2nd solo chorus with some slight harmony variations) 2:20: A 2:29: Q 2:38: A 2:47: Q 2:53: A 2:59: Q 3:03: Keys solo over refrain and modulated cadence variations (with glassy SynthAxe accents). 5:04: "Jazz Fan" bathroom interruption.
2	Sphere of Innocence	5:59	Allan Holdsworth: Guitar (Bb and/or A 36/38" Middle Baritone) Jimmy Johnson: Bass Gary Husband: Drums Solos: Steve Hunt: Keys AH: Guitar (baritone)      "I had 80 to 90 percent of that tune complete, but it took about a year to finish because I couldn't find a way to make the tune resolve itself in a way that I liked. And then one day I just came up with this idea and I got it to modulate in a way that I wanted it to, so I thought, Oh, it's finished. Great!" (45)      Based on this live video, I suspect that "Sphere" might've been composed on a guitar with its strings tuned in fifths. As Allan indicates above, the intro and theme return in various keys, before returning "home". The theme has a strong rustic/pastoral feel to it and Allan's plays a relaxed, lyrical solo here. 0:00: Lead guitar top line dialogues with a sequence of chord cadences (resolving harmonies), played on clean baritone guitar. 0:16: Main chord-melody theme. 0:54: Theme reprise. 1:32: Theme modulated and varied. 1:53: Modulated opening harmony and brief theme. 2:21: Keys solo over intro and theme harmony. 3:34: Guitar solo featuring long melodic lines and emotive tremolo bar articulation. 4:50: Main theme on clean baritone guitar.
3	Wardenclyffe Tower	8:45	Allan Holdsworth: Guitar, SynthAxe Jimmy Johnson: Bass Chad Wackerman: Drums Solos: Gary Husband: Keys AH: SynthAxe      "...I've always wanted to be involved in film music. When I see something, I often hear something at the same time. So it's just a matter of putting it together. It's almost as if I'm doing an imaginary film. I think all of my music is kind of like that. They're almost like imaginary film things. Not so much the soloing aspect of it — that goes into another thing, trying to be creative in an improvising way — but the composition aspect comes from the pictures in my head. So, I was thinking about what I know about Nikola Tesla — which isn't that much — and just visualizing something, and then just putting the music to the pictures of what I see." (36)      This tune has some beautiful textural work, as well as a scorching keyboard solo from Gary Husband (using a kind of synth "pick bass/clean guitar" sound). The solo harmony modulates almost continuously. There's no mention of it anywhere, but it sounds to me like clean hollow-body DeLap baritone guitar on the arpeggiated guitar parts... 0:00: "OK", steps, switches, electronic noises, textures. 0:41: SynthAxe solo: foreboding 2-note low pulse motif, developing into swelled textures using strings and filtered string patches. 2:21: Drums enter with a mid-tempo groove, joined by alternating episodes of arpeggiated guitar and power chord riffing. 3:03: Gary's keyboard solo (sharp attacks) supported by clean guitar chords, glassy modulating SynthAxe harmony textures and lively, syncopated stick work from Chad's drums. 5:08: Allan's SynthAxe solo (muted trumpet/wind patch). 7:38: Arpeggio/power chord theme returns, held SynthAxe textures.
4	Dodgy Boat	5:38	(Steve Hunt) Allan Holdsworth: Guitar Steve Hunt: Keyboards Jimmy Johnson: Bass Gary Husband: Drums Solos: SH: Keys AH: Guitar JJ: Bass      Steve Hunt: "I did (the keyboards) here at my own home studio on my sequencer program. It was actually the 2nd version of that tune. The one Allan heard originally which I had played for him was lost in a computer melt-down/crash, so I had to completely reconstruct and replay everything. We transferred parts from the sequencer via midi after I was done with them onto tape - which was cool, because we could tweeze the synth sounds before we transferred. Then, once that was done, he played all of his guitar and solo parts onto tape, and then that was taken to Front Page (I think), and drums and bass were added. Kind of backwards to the way other recordings were done.      "I was at the studio when Gary and Jimmy were laying down their parts over “Dodgy Boat”. I was asking Gary to play an opening fill to start the tune. He played something, then I asked if he could do something more crazy, and he tried, then I asked again… Then, after a few tries, I think he got really put off, and then he played what was on the record which was so simple and minimal - almost ‘rock n roll’, LOL. Allan and I both loved it. So that’s what we kept. I remember like it was yesterday when he played me the final mix and I heard his solo and Jimmy’s solo there in his studio. WOW!!! I couldn’t believe it!! And the way Allan mixed my solo was so beautiful - I thought he made it sound better than it actually was!      "Dodgy Boat is a Cockney rhyme (slang: “boat race/boat” = “face”), and 'race' rhymes with 'face' - so 'boat' is your 'face' - so it was really 'dodgy face'. (While on tour) we would look in the mirror in the morning and we’d see who had the most dodgy boat" (101, 76)      Steve Hunt's melody-led tunes are a nice contrast to Allan's chord-melody songs, as they usually ask for a lead guitar to highlight the melody line. Hunt also recorded a solo piano arrangement of this song called "Bella Faccia" ("beautiful face") for his 1997 solo album "From Your Heart and From Your Soul". 0:00: Drum break, accented chordal motif (in long notes, then short accent notes), theme with guitar lead in top line and keyboard motif ornamentation, rising harmony cadence. 0:41: Accented chordal motif, theme reprise (higher register lead), rising cadence. 1:28: Keys solo over accented intro fragment, theme and cadence structure. 2:00: 2nd chorus keys solo. 2:42: Guitar solo. 3:20: 2nd chorus guitar solo. 3:59: Bass solo (ending over full accented intro sequence). 4:39: Theme with guitar lead in top line, rising harmony cadence (added heavy guitar tremolo bar scoops), rising coda.
5	Zarabeth	6:32	Allan Holdsworth: Guitar (C 34" small Baritone) Steve Hunt: Keyboards Jimmy Johnson: Bass Chad Wackerman: Drums Solos: AH: Guitar SH: Keys      In the opening theme section, a rustic, rising motif is stated and then modulated several times. For the solo section, the groove becomes more "lurching". An early drum track was recorded by Gary Husband (as well as on "Against the Clock"), but Gary somewhat got the "Tony Williams 'Atavachron' treatment" on this album (a little bit). The song title comes from a character in the Star Trek episode "All Our Yesterdays", which was also the inspiration for several elements on the 'Atavachron' album. 0:00: Clean baritone guitar chord melody theme (modulating). 0:42: Guitar solo over accented theme harmonies, modulating, brief pedal cadence. 2:15: 2nd chorus solo guitar. 3:29: Chord melody theme reprise. 4:16: Keys solo (groove slightly less accented, but still syncopated). 5:33: Chord melody theme fragment - repeated with added synth "choir" swells, faded out.
6	Against the Clock	4:58	AH: SynthAxe Naomi Star: Vocals, co-writer Jimmy Johnson: Bass Vinnie Colaiuta: Drums Solos: AH: SynthAxe VC: Drums      The only other SynthAxe solo on the album is here (the other being on "Wardenclyffe Tower"). Vinnie's drum solo over a chordal synth vamp hearkens back to a similar device in the Tony Williams Lifetime song "Mr. Spock". Vocalist Naomi Star (Chad Wackerman's late wife) is credited as co-composer on this tune and probably wrote the lyrics. 0:00: Vocal verse over a modulating groove with melodic bass and rising glassy synth/organ chords. 0:26: 2nd verse. 0:57: SynthAxe (brass/square wave-ish patch) solo over seesaw synth vamp, then based on vocal section harmony, drum break. 2:07: 2nd solo chorus. 3:10: Drum solo over synth vamp. 4:15: Opening vocal sequence reprise, ticking clocks.
7	Questions	4:07	(Chad Wackerman) Allan Holdsworth: Guitar Jimmy Johnson: Bass Chad Wackerman: Drums & Keys Solo: AH: Guitar      Chad's song has less key modulation than Allan's usually have, but the main pedal harmony is a rich and mysterious one, all the same. To some, Allan's solos for Chad's tunes are more "outstanding" than those for Allan's own songs, although this is probably mainly because Chad's blowing sequences are harmonically easier to follow. 0:00: Drum fill into pedal groove with falling accent chords. 0:29: Syncopated, enigmatic theme enters with synthetic plucked strung synth texture, cadence, theme/cadence reprise. 1:42: Guitar solo over preceding structure. 3:12: Theme reprise, cadence, final cadence with "disturbing" chord.
8	Oneiric Moor	1:43	Allan Holdsworth: Guitar      "That was just an improvisation with two parts. I just recorded 15 minutes of improvisation. I listened to them and picked one I liked and then I played another part along with it spontaneously and that was that piece." (36)      This song has a strong classical (Anglic?) feel to it, somewhat like the work of 20th Century English composers such as Benjamin Britten or Vaughan Williams (ex. "Lark Ascending"). 0:00: Wind sounds. 0:11: Soft delayed chordal guitar textures - somewhat melancholic/pastoral. Slowly rising and falling melodic lines overlap each other. Wind sounds briefly return.
9	Tokyo Dream (Bonus Track)	5:06	Allan Holdsworth: Guitar, SynthAxe Gordon Beck: Keyboards Jimmy Johnson: Bass Chad Wackerman: Drums Solo: AH: Guitar      The main difference between this and the original version (off Road Games) is that Gordon Beck plays the second guitar part on keyboards, and the guitar solo is almost twice as long. 0:00: Drum fill, intro arpeggio with added right hand tapped interval, falling accented chords, syncopated main riff with syncopated double-stop figures on keys. 0:30: Arpeggio intro/accents developed with right hand sliding notes, accents, main riff reprise. 1:20: Guitar solo (over main theme harmony, extended). 3:37: Arpeggio intro/falling accented chords developed. 4:16: Main riff, drum coda.
10	The Unmerry Go Round Part 4 (Bonus Track)	3:01	Allan Holdsworth: Guitar Gordon Beck: piano Jimmy Johnson: Bass Chad Wackerman: Drums Solo: GB: Piano      Instead of a guitar solo such as was found in the original arrangement (on Metal Fatigue), this new recording puts the solo spotlight on Gordon Beck. 0:00: Chord-melody guitar theme (mid-tempo groove), cadence, theme developed. 0:44: Theme/cadence reprise. 1:21: Piano solo over chord-melody theme. 2:35: Chord-melody theme final reprise
11	The Unmerry Go Round Part 5 (Bonus Track)	1:59	Allan Holdsworth: Guitar, baritone guitar Jimmy Johnson: Bass Chad Wackerman: Drums Solo: AH: Guitar      This vamp featured Alan Pasqua's keys on the original version from Metal Fatigue, but here Allan takes the solo spot. 0:00: Pedal vamp with clean guitar accents and guitar solo. Fade out. 1:33: Brief fade in and out again.

Then! Allan Holdsworth Group Live
     It wasn't until 2003 that these live selections (from three consecutive nights in 1990) were actually released on CD. These shows were part of the Secrets tour, but already had began to feature the use of the DeLap baritone guitar (as well as "House of Mirrors", a song initially targeted for Wardenclyffe Tower but ultimately pushed back to Hard Hat Area). With the SynthAxe no longer a part of his touring rig, Allan's synth parts were covered by Steve Hunt's keyboard. Thus, SynthAxe-driven tunes such as "Atavachron", "Pud Wud" and "Non-Brewed Condiment" gained new arrangements suited to this particular touring band. This album also features three group improvisations, extracted from three different nights. In fact, the album cuts were assembled specifically to frame these three "zones", all of which featured the baritone guitar. As Gary Husband states in the liner notes: "I wanted a way for these performances to survive and see the light of day because they are so very strong... absolutely sublime events in every one of them." These kinds of improv Zones would also soon resurface on Chad Wackerman's "Forty Reasons".

     Steve Hunt: We started doing these “zones” from the beginning, when I started in ‘87. I think it was out of the fact that they wanted an encore, and we had no more tunes to play. So basically there was some sort of unspoken form: Allan would start with some "praying guitar" (that's what he called the thing where he would use his volume pedal to swell the chords in with extra delays for sustain - that's about as religious as he got), or I would start with some chords like on “Prelude“. And then Allan would do a lead over that with his solo sound - just all by ear. He was really amazing at following where I would go. I don’t think he had perfect pitch, but he could hear where I would go harmonically on the fly.

     "On some of the Zones, we would all take a turn on an improv (solo). Allan, then me, then Jimmy, or Skuli. Somehow we would end it. They were always fun to do and interesting. It was funny - some of the fans thought that it was an actual tune. It was cool to see the differences in the Zones from when Chad played the tour or Gary (I’m not sure if we did any Zones on those two weeks that Vinnie played with us). Sometimes the end of a Zone would morph into that last section of “Material Real”, and end that way. But I don’t think that’s the way it was on Then!…

     "The baritone guitars - those were too cool. I was around when Bill would send those to him. I loved the tenor guitar that started on 5th fret A and went up 24 frets. Allan could schnell so insanely on that. He said the distance of the frets below the 5th fret (compared to a normal fretboard) slowed him down. Ha, ha, sure it did!!! Don’t think so!" (101)

Then! Live in Tokyo, Roppongi Pit Inn May 4-6, 1990 (All tunes from May 5, except two "Zones") Released 2003 Allan Holdsworth: Guitar, Baritone guitar Steve Hunt: Keyboards Jimmy Johnson: Bass Gary Husband: Drums
Trk	Title	Dur	Song Breakdown
1	Zone I	4:08	(AH: Baritone guitar) 0:00: Mid-tempo tom and hi-hat groove, textural swells. 1:10: Drums modulate the groove, as bass adds lead ornamentation. 1:43: Lead guitar enters over implied pedal harmony with lively bass and keyboard accents. 3:00: Textural harmonies and percolating synth runs return over drum accents.
2	Proto-Cosmos (from Tony Williams Lifetime: "Believe It", 1975)	5:43	0:00: 3-accent descending fanfare motif bracketed by solo drum licks, leading to rhythmic ensemble figure. 0:24: Allan's extended guitar solo over an uptempo, loping groove, accented by reappearance of the fanfare motif in each chorus. 2:38: Fanfare with drum licks, followed by Hunt's keyboard solo (electric piano patch, guitar lays out). 4:51: Opening fanfare sequence reprise, ending in a ritardando coda variation.
3	White Line (from "I.O.U.", 1981)	9:39	In this version, the vocal line is carried by the lead guitar. 0:00: Arpeggio figure A, 1st verse with head in lead guitar, with accented cadence, arpeggio A. 0:24: Lead guitar 2nd verse, cadence. 0:41: Descending bridge harmony with lead guitar top line, developed, arpeggio A. 1:11: Lead guitar 3rd verse, cadence. 1:29: Syncopated volume swell/arpeggio harmony B over pedal bass accents. 1:54: Hunt keyboard solo (muted brass texture) over uptempo groove variation of B, syncopated B harmony (almost 4 choruses total). 4:41: 2-chord vamp C, syncopated volume swell harmony B over pedal bass accents. 5:14: Guitar solo. 6:03: Guitar solo chorus 2. 6:50: Guitar solo chorus 3. 7:34: Guitar solo chorus 4. 8:44: 2-chord vamp C, arpeggio A. 9:12: 4th verse, cadence, outro fanfare accents.
4	Atavachron (from "Atavachron", 1986)	4:43	Probably played on a double-neck Delap guitar with one neck tuned in fifths (picture below). 0:00: Syncopated, seesaw synth (soft brassy) chords over mid-tempo groove. 0:26: Chorus: Rising chord accents, developed. 0:44: Seesaw brassy synth figures reprise. 1:10: Pedal ostinato vamp. 1:26: Hunt electric piano solo over modulating cadences. 2:01: Hunt piano solo over chorus. 2:19: Seesaw chords, pedal ostinato (guitar solo begins). 3:02: Guitar solo over modulating cadences. 3:35: Guitar solo over chorus. 3:54: Seesaw sequence, pedal ostinato.
5	Zone II	5:31	(AH: Baritone guitar) 0:00: High toms, textural guitar swells, joined by cymbals. 1:11: Low heavy textures and toms, snare, etc. join the mix. 2:01: Bass ornaments enter and keys become more prominent. 2:38: Relaxed groove begins on drums (loosely), followed by exploratory lead guitar lines. 3:50: Drums begin to dialogue with guitar and bass more directly as lead guitar ramps up. 4:32: Tension begins to dissipate. Swelled guitar textures resume, with some punctuating drum accents.
6	Pud Wud (from "Sand", 1987)	8:06	Probably played on a double-neck Delap guitar with one neck tuned in fifths. 0:00: Bouncy main theme in brassy middle register accents punctuated by low register synth-bass flourishes and high textural accents. 0:35: "Determined" B theme over a broader groove with rhythm section. 0:50: Bass solo over main theme and B theme. 2:25: Hunt keyboard solo (bright electric piano patch). 4:46: Guitar solo. 5:33: 2nd guitar solo chorus. 6:20: 3rd guitar solo chorus. 7:05: Main theme reprise, final chorus theme.
7	House Of Mirrors (from "Hard Hat Area", 1993)	4:27	This tune was initially recorded for 'Wardenclyffe Tower', but since there were already so many ballads, Allan decided to save it for 'Hard Hat Area'. Here, it features a solo by Steve Hunt. 0:00: Pastoral chord-melody A on clean guitar. 0:23: Chord melody B (syncopated), cadence. 0:47: Chord-melody A with added accents. 1:10: Chord melody B, cadence. 1:35: Modulating bridge, developed with accents/cadences from A section. 2:24: Keys solo ("calliope" texture) over main theme sections harmony. 4:10: Textural swells/coda.
8	Non-Brewed Condiment (from "Atavachron", 1986)	5:45	Probably played on a double-neck Delap guitar with one neck tuned in fifths. The original SynthAxe solo on the album is replaced here with a guitar solo. 0:00: Drum fill into groove, fanfare (on guitar) over descending harmony, main vamp riff. 0:28: Fanfare, vamp riff. 0:44: Guitar solo over descending harmony based on vamp and fanfare rhythm. 1:30: 2nd solo chorus. 2:07: 3rd solo chorus. 2:26: Fanfare, vamp riff, repeat. 2:50: Keyboard solo (brassy texture), coda. 5:14: Final drum cadenza.
9	Zone III	7:39	(AH: Baritone guitar) The torrid heavy guitar and organ section kind of reminds me of Tony Williams' Emergency sessions a little. 0:00: Quiet swelled textures joined by light drums. 1:07: Bass and keys also become more prominent. Keyboard and bass ornaments ramp up. 2:31: Heavy lead guitar enters with organ accents, staccato bass stabs and lively free-swing drums. 3:38: Groove relaxes with return of swelled guitar textures, keyboard solo featured. 4:55: Bending harmonies, abstract textures, lead guitar resumes (sometimes in a dialogue with keys). Drums develop into a cymbal-heavy groove. 6:40: Textural opening "zone" reprise.
10	Funnels (from "Atavachron", 1986)	7:11	0:00: Head-chorus: Syncopated chord-melody phrase, broader phrase with sliding chords, modulating cadence in even accents, chord melody reprise, brief sliding chord cadence. 0:46: Guitar solo over head chorus (added synth choir accents in modulating cadence). 1:38: 2nd guitar solo chorus. 2:22: 3rd guitar solo chorus. 2:59: 4th guitar solo chorus, . 3:41: Keys solo (soft reed patch, solo actually cued from end cadence of previous chorus). 5:56: Head chorus with synth choir sweetener. 6:39: Coda, final swelling textures.

Bill DeLap customized this Steinberger double-neck guitar with two of his own baritone necks (both extra-long scale with 27 frets).
The top neck is probably tuned in fifths, with the lower neck tuned to standard.
(Photo: ?)

     Then! was assembled from live selections (a kind of "best of live"), but an actual 1990 tour setlist around this time would be more like the below:

1. Proto Cosmos
2. Funnels
3. White Line
4. Looking Glass
5. Three Sheets To The Wind
6. Atavachron
7. Devil Take The Hindmost
8. House Of Mirrors
9. Gary's Drum Solo
10. Pud Wud
11. Non Brewed Condiment
12. Shallow Sea (encore)
13. Zone

     From '91 to '92 a couple Wardenclyffe Tower songs would be added ("Dodgy Boat", "Sphere of Innocence") as well as a cut from the forthcoming Hard Hat Area ("Low Levels, High Stakes"), and later a Chad Wackerman song from Forty Reasons ("Tell Me"). 

Next: Into the Hard Hat Area
Previous Chapter: The Jazz-Rock Gunslinger: Truth In Shredding, Heavy Machinery, and More

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The numbers in parentheses after Allan's quotes above refer to sources listed in the Bibliography.