15: I.O.U. (1979-1981)

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     The end of the '70s found Allan Holdsworth forming his first real band as leader. He had decided that he was now more than ready to present his own compositions on his own terms. Unfortunately, this idea was much easier said than done. In fact, it essentially took three years and a continental relocation in order to produce Allan's 8-song debut album I.O.U.. However, from a musical perspective, it was worth the wait, as this debut was a massive leap forward for the development of contemporary, improvised, electric music (in my opinion), and its impact even now has not been fully appreciated. Prototype versions of some of these songs had been performed as early as in 1978, but it wasn't until meeting a teenage drummer/pianist from Leeds named Gary Husband that these compositions really began to take their ultimate shape.

1979: Gary Husband and Handlebars
     In 1979, Allan Holdsworth had just decided to put Bruford behind him and, despite the failure of his "Sherwood Forest" demo with Jack Bruce and Jon Hiseman, was still determined to form his own group to work on his own tunes.

     “After playing with Jack Bruce and John Hiseman - it was that experience playing with those two guys that made me realize that I wanted to do something different and, consequently, that what I was doing with Bill Bruford was not the way I should be going.

      "I'd been told many great things about this young chap from Leeds, Gary Husband, and eventually I had the opportunity to play with him - I thought he was absolutely amazing. I talked to him about doing something, and he said he was into having a go at it. He’s really incredible and very instrumental to me, in bringing to light my kinds of musical ideas, because when I present pieces of music to (the band), he would play them in a way that would be almost as if I was playing the drums, if I could play them – at times it’s almost like one thing, which is very difficult to find, that kind of closeness in people. So finding the right people to play with is very important to me, and Gary is definitely one of those people.” (16, 48)

     One project they formed was "Handlebars", an improvisation-based group that included guitarist Steve Topping.

     "It's taken a long time to sort out, and we're off now, hopefully… There's none of that modal one-chord stuff at all yet. We're also including some almost free improvised pieces. It's all new material…. the most important thing is that it's an opportunity to play things nobody's ever heard me play before.

Have you heard any new and interesting players recently? 

     "Well the most interesting guy I've heard for ages is Steve Topping. He's a friend of Gary's and he's a fantastic player. It's ‘watch out all the imitators' because he's really doing something else and going off in another direction. We did a couple of gigs with him, sort of added him to the band, and we'll probably do that again in the future. His development shows an early interest in John McLaughlin, but he's gone further and channeled his own route from it. It’s one thing to pick up things from somebody, and then it's easy to just carry on chasing that guy, but with Steve I feel he's just listened to things for their musical value. He's a very inspiring player... He's not only a fantastic guitar player but he's also cutting out a new hole for himself. It's the essence you should look for in music, not just what it sounds like. I really haven't seen that for a long time." (6)

     Handlebars eventually did a short Scottish tour in late 1980 (with bassist Bill Worrall). There are sadly no contemporaneous studio recordings of Handlebars, but a reunion of sorts can be glimpsed on Gary Husband's instructional video release, "Interplay and Improvisation on the Drums".

1980: False Alarm
     At some point, Allan's "Holdsworth & Co." jazz composition project (featuring a changing line-up of club musicians) was renamed "False Alarm". 1980 saw Allan and Gary Husband recording a demo at Virgin's Town House studio with Hansford Rowe on bass (and possibly Helen Chappelle as a guest vocalist?), resulting in new demos of "White Line" and "The Things You See". With Rowe tied up in other commitments, Allan and Gary played with a variety of bass players, including Henry Thomas during a run of dates at the Riverbop in Paris.

     "And there was a club in France called Riverbop and there was a really nice lady there called Jacqueline Ferrari. She liked us and she would bring us over there for like two weeks at a time, playing this little jazz club. It was great, but she was the only person who really gave us a chance." (40)

     They eventually found Paul Carmichael for bass, with Allan also contributing some vocals.

     “We worked for what seemed like forever to find a bass player. There were a lot of guys who were playing a fretless bass because they'd heard Jaco Pastorius. To me, Jaco is an absolutely fantastic musician, I love his playing. But it was like he destroyed the bass in terms of other people. All the guys we tried to find were trying to get that tuba-like sound, like Jaco’s sound, but they had forgotten that the thing that is great about Jaco is his playing and his music. It got to a point where if the guy opened his case and the bass fingerboard was bald, Gary would say, "Put the bass away - next". We actually had a gig, and we found Paul Carmichael at the last minute - he wasn't trying to sound like anyone else.” (16)

        Later in the year, Allan and Gary also joined Jeff Clyne's fusion band "Turning Point" for a short tour. These shows included a couple "spotlight" Holdsworth numbers, featuring just the trio of Allan, Gary and bassist Jeff Clyne. Allan and Gary used these opportunities to further perfect False Alarm songs like "Letters of Marque", "Where Is One", etc.

1981: I.O.U. and Paul Williams
     For most of 1981, the False Alarm trio performed sporadically. Borrowing from 'Igginbottom guitarist Steve Robinson's old band name, they re-titled themselves yet again as "I.O.U." (ironically reflecting on their lack of financial success in the UK).

     "It was a disaster from a financial point of view. We called the band 'I.O.U.' because more often than not, it would cost us more money to do the gig than what we normally got paid for doing it. We almost finished up by phoning people and saying, 'How much do you want for us to play?' That’s what happens when you want to play 'esoteric bullshit', which is what some people call what we do." (91, 11)  

     Gary Husband recounts the difficulties encountered with club owners in England (in an interview with Rick Beato):

     "It was the most precious jewel to each one of us, this whole thing, and yet it was totally unremarkable to just about everybody, unfortunately... (One time) we played at a place called the Rock Garden which used to exist in Covent Garden, here in London, and it was basically a rock venue. And we'd gone on and started playing our first tune, and the promoter for the gig, or the club owner or whatever - came running onstage going like “Stop, stop!” and we were like “What?” He got us to stop, and he said “Guys, do you not realize the people are in?” He thought we were just warming up, or playing some random thing! (laughs)" (95)

     By chance, Allan ran into his old Tempest band mate, vocalist Paul Williams, and immediately asked him to become the new lead vocalist of I.O.U.

     "He had a really powerful, bluesy voice which I really liked.. (I was in London) and looking across the street, and was like, ‘Wait a minute, that’s Paul Williams!' And he was living in an apartment opposite, so I just asked him, 'I'm getting this band together with Gary Husband and Paul Carmichael, you wanna sing?' And he goes ‘Yeah'. So that’s how that happened..." (66)

     Later in the year (probably July), Allan's unofficial manager Nikolas Powell (at least since the Gong days) gave I.O.U. free recording time to record their debut album.

     "I think we took about five days to record it, and it was mixed in two evenings. Rather quick. It was recorded on The Barge, a studio in England, which is actually a real boat. It floats, but it doesn't move much because it's very heavy. And luckily, the water where it's docked is usually very still. I paid for the mixing (at Trident studios) by selling like the last two guitars that I had (including the Strat purchased in the Tony Williams days)." (11, 33, 16)

(Photo: Neil Zlozower, Guitar Player, Dec 1982)

     Gary Husband recounts the making of the album in the same interview with Rick Beato:

     "(It) features the largest degree of material actually (recorded) live (compared to later albums). His amps were actually sort of in the front of this floating barge - actually quite close to where I live now, I often like to go there and look at it - and he actually kept a surprising amount of material that happened ‘of the moment’ on those sessions. He at that point was using these Hartley Thompson cabinets and was very happy with the sound at that point in time, and so he actually kept a lot of what happened…." (95)

     Gary's remembrance echoes Allan's account in 1982 (in Tom Mulhern's December Guitar Player magazine interview):

     "Most of the album was done straight in one take. I don't like cutting. I'd rather do it again from the top then cut it. I just don't like editing - I'm always waiting for when it comes around. I can hear it when I've done it before on other people's records - I go, 'Oh, God.' It usually stands out like someone poking you in the eye halfway through the track. There were a couple of tracks where I added some extra guitar parts, but most of it was done as live basic tracks...  

     "(The studio) was actually a tiny place, so we couldn't get much isolation. The drums were in the middle of the room, the guitar amp was tucked away in one corner, and the bass was practically in the toilet at the other end of the boat. It probably would have sounded better if we had recorded it in a bigger place, but we didn't have the money to do it anywhere else. I'm always experimenting, but for the most part I used Neumann U-87s, because they 'hear' the way I hear." (11)

     Some early tracks were lost and had to be rerecorded, but the lost tapes were later recovered (including a Paul Williams-sung "Water on the Brain", "White Line", and "Shallow Sea"). The "lost" version of "Water on the Brain" was eventually released on the 2016 Pledge album, Tales From the Vault.

     Unfortunately, I.O.U. were unable to get any labels interested in their finished master tape ("We tried for over a year to get somebody to release it. We even went as far as to offer it to record companies for free, but no joy." (16)) and by the end of 1981, Paul Williams had moved to California. I.O.U. carried on as a trio once again (and did at least one instrumental date for the BBC in November, detailed in a previous chapter), but the writing was on the wall: I.O.U. would soon be caught up in an overseas "Road Game"...

(Publicity One-Sheet)

Musical Background

     As Allan developed his musical compositions to better suit a keyboard-less power trio format, he moved farther away from the "proggy" ensemble unison lines he'd been playing in U.K. and Bill Bruford's band.

     "...It just seemed like every time I heard a fusion record it was: (sings fast accented rhythmic line). So I didn’t wanna do that - I wanted to get away from that. Just like when I first started growing up, I played in a blues band for a number of years - and then I spent the rest of my life trying to avoid it!  So – yeah, I deliberately avoided it. Very few tunes that I’ve written have serious heads in them – a couple. It was more about trying to write a really nice vehicle for improvisations - nice harmonies, nice chords. Like, anybody can learn how to play a ‘tricky dick’ line. I mean, if you sit down long enough, you can learn it, but then what?  It doesn’t mean you’re gonna be able to play a good solo. It doesn’t mean anything. There was something about that fusion thing that left me feeling kinda empty, so I stayed away from it – or I tried to." (66)

     Allan's 1982 interview with Tom Mulhern for Guitar Player provides additional insight into his playing style at this time:

(Photo: Neil Zlozower, Guitar Player, Dec 1982)

Tom: Do you use two hands to fret very often? On "Shallow Sea," for instance, you use a right-hand finger to hit a bass note.

AH: I use it very rarely: mostly for chords. I can do it much more than I do it, but I just don't like to do it, because it's almost become such a fashionable thing.  

T: Do you use hammer-ons or do you try to pick every note? 

I use a mixture, with a lot of hammer-ons. I don't use conventional pull-offs, though. I never pull my finger sideways, because I find that when you pull the strings off, you get a kind of 'meowing' sound as you deflect it sideways. And I detest that sound. In the past, I have practiced quite hard to not play like that. I don't think my fingers come off sideways at all. They just drop on and off directly over the top like I'm tapping the strings. 

T: How about left hand-finger vibrato and bends?

Well, I don't think I bend notes anymore. I used to, but I don't think I still do it. If I want a vibrato, I use a classical vibrato technique along the length of the string like a violin. The top two strings and higher up the neck, I change to a classical vibrato, and lower down the neck I go more from side to side. I physically pull the string. Up high I apply more tension and sort of squeeze the string.

T: How do you work out parts for the band? 

Very basically: because I don't write, I have to just play things for people. I mean, I can write the chords down, but I can't write where they come in the bar. They just basically have to do it by memory or take notes on their own. (11)

     More about Allan's band-leader style and rhythmic idiosyncrasies can be found in the Husband interview with Rick Beato:

     "...What he would bring, particularly in my earliest memories, was usually - if anything - he'd give me a recording in advance on a cassette, of basically him in the front room with like, a live mic, and then just a foot tap. Now, conceptually integral to Allan's music, there was often little rubatos inherent in pieces, where there would be a slight little time stretch to certain phrases - or the pause fermatas straight after phrases… And I picked up on this right away, and of course the foot tap corresponded to the next ‘1’. (People would) ask him “What kind of time signatures are being used there?” and he'd say “Well, everything's in 1”, and they thought that that's 'Allan being Allan'. But you know what, that's actually how he heard it. He heard beat 1 as the first '1' that began as a kind of weaker capitulation to the original tempo, so that a kind of slight pause, or a slight little rush, a slight little accelerando, into the phrase - and then it smooths out, and becomes the tempo again - and at that point it was the '1' for him. 

     "And one of the many close things that I feel that we had together was that it felt totally natural to me to have a little rubato and this little rallentando - just to have that little bit, and then a quick little accelerando into what became beat 1 of the continuing next section - back into tempo, so to speak. So you know, to actually pull these off and to interpret them on the drums… Why not? You're a musician, and to a large degree (are) being very improvisational in the realization of it, the execution of the idea in what you do in it. So I could play little things that were similarly out of tempo, but they would have a kind of corresponding thing of when we’d come together again. And this stuff, to a very large, incredibly large degree was unspoken between us. It's the kind of thing that makes you realize this was closer than anything that I could ever possibly know again, you know? No words necessary - just play it, and it got stretched…" (95)

     When I.O.U.'s debut album first appeared in America, it was a shock to most Holdsworth fans, especially considering its massive leap in chordal and rhythmic complexity compared to Allan's last album appearances (U.K., Bruford's One Of A Kind). In fact, Allan had been working over these compositions for many years (including during the tail end of the Bruford period). As mentioned earlier (and detailed in the last two chapters), most of these tunes had been "road-tested" in groups featuring pianists Pat Smythe and Gordon Beck, reedist Ray Warleigh, bassist/vocalist Jack Bruce, bassist Jeff Clyne, and drummer Jon Hiseman. Nonetheless, the pairing of Allan with drummer Gary Husband (and the later addition of Paul Carmichael) produced the "perfected model" of these songs, including a couple which remained in Allan's live repertoire throughout his entire career.

     This period of I.O.U. also included the song "Drifting Into the Attack", partly derived from Velvet Darkness' "Gattox", and later surfacing on the live album All Night Wrong as "Gas Lamp Blues". Concerts during this period also included Gary Husband's solo piano composition "Prayer" and Paul Williams singing "Water on the Brain" (with the recovered Williams track released on Tales From the Vault, and as an instrumental showcase on 1983's Road Games).

I.O.U. Allan Holdsworth: guitar, violin Gary Husband: drums, piano Paul Carmichael: bass Paul Williams: vocal (1, 3, 5, 8)
Trk	Title	Dur	Song Breakdown (All songs written by Allan Holdsworth except as noted)
1	The Things You See (When You Haven't Got Your Gun)	5:50	Previous appearances: Late 1979:Pat Smythe Quartet BBC concert, also with Gordon Beck's The Things You See.      "The title for this tune came from me kinda falling out of the pub one night back in England, and there was this old guy walking down the street. I guess he must’ve seen all of us ‘hooligans’ coming out of the pub and he just looked at us and he said, ‘Boy, the things you see when you haven’t got your gun!’      "The chord sequence for this is really simple. We play over the changes before they actually occur in the head at the end – or when we return to the thing - so basically it’s just an Ab to Db to Dbm to Abm to like Am/M7 to an F# to like a Cm/E…back to Ab. That was basically the first few chords, but the solo section of this tune – we actually play over the sequence before the sequence occurs in the head, so we solo over changes that haven’t yet been heard till you get to the end of the tune." (39)      The "main" head theme Allan refers to above first appeared in the Velvet Darkness song "Wish". It appears here after the solo (which uses its supporting chord progression). Paul Williams: Vocal   0:00: Guitar lead over rising fanfare, syncopated cadence. 0:15: 1st verse over descending harmony, rising cadence, repeat with variation, fanfare (without lead). 0:42: 2nd verse (same structure). 1:05: Bridge, accented cadences based on verse harmony. 1:35: Pedal bass with skittering hi-hat and verse harmony variation in guitar swells. 2:08: Guitar solo over propulsive groove (harmony for "main" head melody). 3:58: Instrumental verse cadence, bridge reprise, accented cadences. 4:38: 3rd verse using main head melody (from "Wish"), ending in guitar swells, final lead over fanfare reprise/rave-up.
2	Where Is One	5:32	Previous appearances: 1979: Sherwood Demo with Bruce/Hiseman, live with Turning Point, 1981 I.O.U. BBC broadcast      This song contains meticulously-structured variations of tone and texture, as well as brief, punctuating modal vamps. This "outside pedal vamp" device - also found in many jazz pieces (Coltrane, etc...) - would become a useful compositional tactic to invite exotic (polytonal) scalar runs in more tonally-structured solo sections. 0:00: Textural swell into syncopated 2-chord figure, cadence A, heavy rising figure B, cadence A, pedal harmony with swelled (harmony guitar) chords, cadence A', pedal harmony with "outside" guitar lead. 0:45: Harmony chords C. 1:01: Cadence D (more accented), pedal harmony modulating (tremolo scoops). 1:28: Cadence A, pedal with guitar lead, cadence A, pedal with swelled chords, cadence A', heavy figure B. 1:59: Harmony C, syncopated 2-chord figure modulating, cadence A (implied). 2:34: Guitar solo over modulating tempo/harmony variations of previous sections. 4:09: Cadence D, pedal harmony modulating with swelled guitar chords. 4:36: Cadence A, heavy figure B, cadence A, pedal w. swells, cadence A', pedal harmony w lead. 5:07: Harmony C, final cadence with echoed enigmatic guitar motif (overdub).
3	Checking Out	3:34	"On some of the tracks I just used one mike, because there wasn't really enough room to get ambient miking. On "Checking Out" I overdubbed the solo, and was able to put up an ambient mike because no one else was in the room at the time. Pretty much all the other tracks were done live." (11)      This tune is another one of Allan's "heavy boogies", which includes Gong's "Night Illusion" and the 1985 Holdsworth tune "Metal Fatigue". The solo end sequence features some roller-coaster harmonized guitar textures.  Paul Williams: Vocal 0:00: Accented pedal chord motif, 1st verse over accented rhythm, ending with a broader, even cadence. 0:28: Intro pedal accent motif, 2nd verse, end cadence developed. 1:05: Falling transition leads to guitar solo overdubbed over modulating pedal accent motif. 1:50: Cascading scalar guitar ostinati, panned and harmonized. 2:17: 3rd verse, cadence, pedal accents, 4th verse, cadence developed. 3:22: Coda, with overdubbed guitar "zing".
4	Letters Of Marque	6:57	Previous appearances: 1980:Pat Smythe Quintet BBC concert, live with Turning Point, 1981 I.O.U. BBC broadcast      "As the BBC fellow described it, 'A  letter of marque’ was the license issued allowing a privately owned vessel to attack  those of an enemy nation. Quite a lot of this went on in England's war with Spain during the sixteenth century when the privateers literally indulged in official piracy." (16)      This tune would become a Holdsworth live staple, and features generous solo sections for each of the band members. As noted in "Where Is One", the pedal cadences allow the soloists to imply more exotic scale harmonies from the main chord progression, due to their "arbitrary root" nature. 0:00: Drum fill into cheerful main riff, enigmatic pedal harmony. 0:34: Reprise main riff with added accents, pedal harmony. 1:04: Bass solo with guitar swell comping over light, uptempo drums, pedal cadence. 2:16: Guitar solo over galloping bass, pedal. 4:35: Drum solo (unaccompanied). 5:53: Guitar and bass reenter for pedal section, main riff reprise with added accents, final cadence.
5	Out From Under	3:32	(Robinson/Holdsworth)      Previous appearance: 1980:Pat Smythe Quintet BBC concert      Steve Robinson: "Around the time that Allan was recording - or was about to record - his first solo album, I used to visit him quite a lot at his London apartment. I would arrive at his home and play with his son, Sam, on the floor of the living room. Allan was looking for material to fill his album, and I took along a piece of mine which had no title at the time. Allan liked it and asked if he could use it on his forthcoming album. I agreed and left the rest to him. He took the main theme and bridge, but added the groove, lyrics and a lot of other material including the pseudo slide guitar part (which was awesome). That piece became 'Out From Under'." (80)      All of the vocal melodies here come from Steve Robinson's original tune. Another version can be heard on Steve's "Recalled to Life" CD.  Paul Williams: Vocal 0:00: Drum fill into sinister heavy riff (extrapolated from the funky low winds/keys riff in the Lifetime song "Celebration"). 0:16: Clean, accented guitar rhythm A, accented, 1st verse enters over chord-melody guitar. 0:46: Chorus with swelled guitar. 0:58: 2nd verse, clean guitar rhythm A. 1:23: Sinister heavy riff with guitar lead overdub. 1:47: "Pseudo slide guitar part" in harmony guitar tracks, sinister riff/solo continued. 2:31: Chorus with swelled guitar. 2:44: 3rd verse, clean guitar rhythm A. 3:02: Final verse fragment sustained, becoming a bass vamp fade out (strangely reminiscent of "Wish"'s odd ending).
6	Temporary Fault	3:15	"At the time I recorded the IOU album, we had all the regular tunes which IOU played live. "Temporary Fault" was the exception. Gary Husband played piano on that track, and I played violin. It was just the appropriate title, I thought, because it was like a change from the other music. Somebody actually stole the original tapes at the studio, so we had to rerecord several of the tracks, and when we were finished, we had space for another track. So we went in again and recorded “Temporary Fault." (16)      "I did that one DI (direct input) just to see how it would come out, and I was quite pleased with the results. I could have probably gone DI on more. The Hartley Thompson works well for miking and DI. It does everything. The reason I didn't use DI more in the studio was that chords and the solos would have been coming down on the same track. At that time I didn't own enough Hartley Thompsons to set them up, like one for the solo and one for the chords." (11)      This track marks Gary Husband's first recorded piano solo, and Allan's last recorded violin solo. 0:00: Accented fanfare, opening head theme with top line in lead guitar overdub. 0:25: Head reprise (developed). 0:45: Theme B, developed. 1:05: Main theme. 1:26: Piano solo (Gary Husband) supported by swelled main theme chords in guitar, ending in syncopated percussive bass motif. 2:12: Guitar solo. 2:32: Violin solo. 3:12: Percussive bass motif, fade out.
7	Shallow Sea	5:51	First Appearance: 1981 I.O.U. BBC broadcast      "The idea for this piece stemmed from some lyrics that an acquaintance wrote. What inspired me was that when I read what she had written about this thing, "Shallow Sea," I thought of something different from what she described - something that looked like a normal sea, with the vastness of an ocean, but you could actually walk through it because it was so shallow. This image is also reflected in the actual chord structure." (16)      One of the outstanding things about this tune is that it features early, unaccompanied "echo/swell chord-melody" solos in the opening and ending sequences. This concept would be further developed on several future songs ("Material Real", etc...) and ultimately culminate in SynthAxe-dominated textural pieces. 0:00: Textural moaning/whistling effects, leading to theme in echoed guitar swells. 1:33: Theme reprise, developed (added bass swells), theme ending with drums, bass, guitar accents. 2:46: Theme over accented groove. 3:13: Guitar solo (4 choruses), rhythm guitar enters on final cadence. 4:59: Final theme repeat, cadence, swelled guitar textures. 5:46: Final cadence with electric guitars.
8	White Line	4:50	Previous appearances: Late 1978:Pat Smythe Quartet BBC concert, 1979: Sherwood Demo with Bruce/Hiseman, 1981 I.O.U. BBC broadcast      "When I was working on a project with Jack Bruce and John Hiseman in England, I had written an instrumental which Jack had lyricist Pete Brown write some lyrics for. It's not about cocaine - "White Line" is basically a song about musicians getting taken advantage of by twerps in the music industry (i.e., record company guys, lawyers, music publishing companies, managers, etc.)" (16)      This complex tune features Paul Williams' vocals, but later in the '80s an instrumental version (with keys taking on the harmony part and Allan's lead guitar tone taking the vocal line) would become a live staple. As usual, sudden groove changes and key modulations abound, yet it all seems strangely natural. Paul Williams: Vocal (Lyrics: Pete Brown) 0:00: Arpeggio figure A, 1st verse head with accented cadence, arpeggio A. 0:24: 2nd verse, cadence. 0:41: Descending bridge harmony, developed, arpeggio A. 1:09: 3rd verse, cadence. 1:27: Syncopated volume swell harmony B over pedal bass accents. 1:48: Uptempo groove variation of B with swelled chordal figures. 2:11: Chorus over 2-chord vamp C, volume swell B with light drum accents. 2:45: Guitar solo (background guitar swells)  over groove variation of B. 3:08: Solo over syncopated accent B variation, returning back to uptempo groove. 3:52: Chorus over 2-chord vamp C, arpeggio A. 4:19: 4th verse, cadence, outro fanfare accents.

A closer look at how Allan developed his soloing style can be found in the "Material Unreal" Appendix.

Next: Road Games to California

Previous Chapter: Gordon Beck in the '70s

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The numbers in parentheses after Allan's quotes above refer to sources listed in the Bibliography. 
For more detailed information on this chapter, see the Annotated Chronology.