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Wednesday, August 16, 2017

17: Metal Fatigue (1985)

Metal Fatigue CD art
(Photo: Glen La Ferman)

     The genesis of Allan Holdsworth's third ("proper") album, Metal Fatigue, lies in the Warner Bros. 2-album deal which Edward Van Halen had helped Holdsworth get in 1983. This deal had initially produced the Road Games "maxi-single", but Allan's insistence on including singer Paul Williams on that album had soured his relationship with producer Ted Templeman to the extent that Holdsworth was essentially being kicked off the label. However, Allan was still contractually guaranteed demo session money for the second album, Metal Fatigue.
     "The majority of the recording was actually done quite a while ago, and there are two different sets of personnel. On Side One it was Chad Wackerman on drums, Jimmy Johnson on bass, Paul Williams on vocals and myself on guitar... We did the recording and they (WB) obviously replied that they didn't like it, so then we turned to a small company called Enigma. We signed with them, and padded out the recordings that were to become Metal Fatigue..."  (23, 86, 14)
     One new song, "Devil Take the Hindmost", actually began appearing in I.O.U.'s live sets as early as September of 1983. "Panic Stations" and "Metal Fatigue" were added to the set list in January 1984, with the pastoral "Home" not far behind. These four songs would end up as Side One of Metal Fatigue, and it's likely that they were recorded in the opening months of 1984.

     In April, the initial Warner Bros sessions were finally released on the Road Games EP, which was supported by a short Japan tour (documented on the "unauthorized" Tokyo Dream concert DVD/broadcast from May 14). Drummer Chad Wackerman and bassist Jimmy Johnson were tied up in other commitments for large patches of time in the second half of 1984, so original I.O.U. drummer Gary Husband returned to the States to help out with some dates. Gary then ended up contributing to the recording and arranging of "The Un-Merry-Go-Round", with new touring bassist Gary Willis (Tribal Tech) contributing bass. This long composition also featured a reunion with keyboardist Alan Pasqua, whom Allan had last played with in the Tony Williams Lifetime days.

Cover Artwork: Francois Bardol
     In an unpublished interview with Christophe Coureau, Gary Husband gives some additional background to the assembly of Metal Fatigue:
     "Most of the I.O.U. album was performed at gigs (in 1982) in the States including new songs. 'Was There', 'Drifting Into The Attack', 'Prayer' was performed a lot, as was another piece, named 'Song For My Father'. That song was actually recorded, with Paul Williams, and was to be the final track on a later album - 'Metal Fatigue'. I seem to remember that, because 'The Un-Merry-Go-Round' was a tribute to Allan's father, and if we'd then ended with mine, the whole thing was perhaps in danger of becoming a bit morbid. It didn't make it in the end. Straight after this recording ("The Un-Merry-Go-Round") we went on the road with Paul Williams and Gary Willis. This was not, however, the most amazing of line-ups - the bass and drums were not happening."
     Note: "Drifting Into The Attack" was basically a chord-melody swelled guitar texture intro leading into a leisurely blowing groove (sometimes joined with the riff to "Gattox" from Velvet Darkness). This song finally saw an album release as "Gas Lamp Blues" on 2002's All Night Wrong live album. "Prayer" and "Song For My Father" both featured Gary Husband on piano, with Paul Williams on vocals for the latter.

     The February issue of Guitar Player included a preview of Metal Fatigue in the form of a flexi-disc edit of "Devil Take The Hindmost", supplemented by Steve Vai's transcription of the first solo chorus in that song (Vai had previously transcribed Allan's solo from U.K.'s "In The Dead Of Night" for another magazine). The new album was finally released around April of 1985 with Paul Korda contributing lyrics, melody and vocals to "In The Mystery" at the last minute (Allan had previously met Korda when Paul Williams asked Korda to sing layered harmony vocals for Road Games). Allan later returned the favor by contributing a guitar track to Korda's song "Living in the Sky", written for the 10th anniversary of the International Space Station.
Guitar Player Soundpage Feb 1985
Music Analysis: Metal Fatigue
     Side One of Metal Fatigue is essentially a continuation of the Road Games album in many ways, as it uses the same personnel and same recording studio. "The Un-Merry-Go-Round" is an ambitious 7-part tone poem/suite, featuring Gary Husband, Gary Willis and Alan Pasqua. "In The Mystery" includes the first use of a drum machine ("Mac Hine") in Allan's recordings, and although the setting is fairly conservative here ("pop"), Allan would later take this compositional tool much farther on future releases. This album also sees Allan trying out Kramer's new "stereo" Ripley Hex Guitar as well as a Roland guitar synthesizer. For many people, this was Allan's best, most accessible album, and it amazingly even got some college radio airplay. However, Holdsworth soon moved away from this more commercial direction on his next album.

Metal Fatigue
Produced by Allan Holdsworth
Trk Title Dur Song Breakdown
1 Metal
Allan Holdsworth: Guitar
Jimmy Johnson: Bass
Chad Wackerman: Drums
Paul Williams: Vocals, lyrics

Recorded & Mixed at Music Grinder

     The opening of this tune is an immediate 'ear-grabber'. It's unique sound is due to a harmonizer effect which creates a parallel tone (or tones) to what is actually played. Typically this kind of harmonizer effect is used to create diatonic chord layers from single note figures, but here Allan uses it to create very EXOTIC chord intervals.

0:00: Harmonized (down 2 notes), heavy 2-accent motif with ornamentation, joined by rhythm section and supplemented with additional flourishes/pinch harmonics.
0:25: 1st verse over modulating 2-chord accents (clean tone with harmonized additional pitches 5 and 12 notes higher), accented verse cadence.
1:03: Accented heavy intro motif (with guitar fills, etc).
1:28: 2nd verse.
1:54: Chord-melody bridge, more syncopated bridge cadence, accented verse cadence ("How long?").
2:26: Guitar solo over broad, modulating verse harmony variation.
2:52: Accented heavy chords motif (with bass/drum fills instead of guitar).
3:16: 3rd verse.
3:43: Chord-melody bridge, syncopated bridge cadence, accented verse cadence.
4:30: Accented heavy chords motif.
2 Home 5:29
Allan Holdsworth: Guitar (Maccaferri (Ibanez) acoustic guitar)
Jimmy Johnson: Bass (fretless)
Chad Wackerman: Drums

Recorded & Mixed at Music Grinder
     "I remember a time when all I wanted to do was get away from there. Now, each time I go back, I see it with new eyes. I wrote "Home" simply as a piece about that place where one grows up. Bradford was once a booming textile town with rows and rows of tiny terrace houses lining cobble streets. After our first Japanese tour early in 1984, I flew back to California the long way, stopping off in England to visit relatives and friends. There in a local ale house (The Goodman's, located in a suburb of Leeds), I recorded the sounds of friends, pub patrons, and the room, not because I'm an ale fanatic (although I am), but because these sounds and the sounds of the traditional  ale pumps are something unique to the environment at home. I recorded them in stereo on cassette using a small Walkman. We took that tape and transferred it at the Music Grinder studio in LA, where a portion of that tape became the backdrop to the opening prelude of "Home"". (16)
     This piece has a deceptively complex structure, and was likely inspired by composers such as Aaron Copland or Stravinsky. Even when themes and cadences are reprised, they undergo subtle variations, making this piece truly a composition in the 'classical sense'. For live performances, the acoustic guitar solo was performed on electric.

0:00: Pub sounds.
0:13: Intro A (clean chord melody).
0:31: Intro B (with rhythm section).
0:56: Theme 1.
1:10: Theme 2, Cadence 1.
1:24: Theme 3, Cadence 1.
1:46: Theme 3, Cadence 2
2:04: Bridge.
2:20: Theme 1
2:32: Theme 2, Cadence 1 (Guitar solo begins).
2:48: Theme 3, Cadence 1.
3:09: Theme 3, Cadence 2.
3:32: Theme 1 (Guitar solo ends).
3:45: Theme 2, Cadence 1.
3:59: Theme 3, Cadence 1.
4:20: Theme 3, Cadence 2.
4:41: Intro B variation.
4:58: Intro A (textural volume swell solo).
3 Devil Take
The Hindmost
Allan Holdsworth: Guitar
Jimmy Johnson: Bass
Chad Wackerman: Drums

Recorded & Mixed at Music Grinder
     "What I wanted to do with "Devil Take The Hindmost" was write a tune that didn't have a lot of chords in it, because most of the tunes that I write have a lot of changes. So to give us a little bit of brain rest, during the night we'd play something like that, because it was something that people can relate to, something with which the players can sort of just have a good time, just a kind of "boogie-out" tune." (25)
     The solo in this song is probably my personal all-time favorite. It starts out with short phrases using Allan's unique brand of tremolo bar articulation, but after a rapid bass fill it launches into cascading "outside" scalar figures, before returning to "inside" melodies in the turnaround. The immediately following second solo incorporates more pinch harmonics and outside melodic hooks from the very beginning. In many live versions, the first solo section became a duet between the guitars and drums (such as was done in "Was There?" in previous tours), with the bass re-entering for the second solo sequence.

0:00: Rising fanfare motif, main rhythmic theme based on 2-beat accents.
0:14: Syncopated cadence with accents, ending in fanfare motif.
0:36: Main theme, syncopated cadence with accents.
1:01: Textural guitars and arpeggios variation of theme harmony.
1:24: Vamp intro to solo section with clean guitar accents.
1:34: 1st guitar solo over modal vamp, turnaround cadence.
3:24: 2nd guitar solo segment.
4:58: Main theme, syncopated cadence with accents, ending in fanfare motif.
4 Panic
Allan Holdsworth: Guitar, Ripley Hex Guitar (Kramer)
Jimmy Johnson: Bass
Chad Wackerman: Drums
Paul Williams: Vocals, lyrics

Recorded & Mixed at Music Grinder

     This tune is notable for Johnson's melodic bass solo, Allan's wild guitar solo, and the muffled, panned guitar figure in the bridge sections. I assume these are the Ripley stereo guitars tracks, as the strings can be panned individually on Ripley Hex guitars.

0:00: Fade in on opening motif: syncopated bass/drums with "synthy" guitar arpeggio.
0:25: 1st verse over a propulsive groove and swelled guitar textures punctuated with heavier guitar figures.
0:51: Bridge, opening motif.
1:13: 2nd verse, bridge with muffled stereo Ripley guitar figures.
1:34: Transition (modulating).
1:49: Guitar solo (with tapping and dramatic tremolo bar swoops).
2:10: 3rd verse, bridge with Ripley guitar figures.
2:32: Bass solo over modulating transition.
2:58: Opening motif with added Ripley guitar figures (fade out).
5 The Un-Merry-Go-Round

(in loving memory of
my father)
Allan Holdsworth: Guitar
Alan Pasqua: Keyboards
Gary Willis: Bass
Gary Husband: Drums

Recorded & Mixed at Music Grinder & Mad Hatter
     "..Basically I wrote that for my Dad, because my Dad died during that year that I was doing the album. He was a really great artist, he used to draw this merry go round with all these famous English politicians on it, like you’d have Ronald Reagan and all these guys on it, and he’d have them with their slogans, and he used to call it the Un-Merry-Go-Round, so I got the title from him... 
     "The Un-Merry-Go-Round" is what I decided to call a story I thought of. In the story, an honored, high-ranking astronaut type must decide whether he should embark on a mission which will take him a great distance and bring him back to Earth in a distant future. The astronaut, Colonel Som, decides to accept the mission and leaves his friends and family behind, knowing they will be gone when he returns." (33, 16)
     Gary Husband: "I also worked with Allan on the Un-Merry-Go-Round piece too. I came up with the related tempo change ideas for various sections. The making of the new quarter note being the quarter note triplet of the tempo before, and vice versa. The way it was before was a lot more static. I will guess he'll have worked with the other drummers in a similar fashion, but I'm so proud to have made those contributions, had that opportunity. I was blessed." (93) 
     (On the extended drum solo improvisation): "I certainly don't have any preconception of how it is going to materialize. I merely try to concentrate, while relying on accumulated knowledge in the subconscious, and on being clear and articulate about the way it happens to go. It's almost totally instinctive; it feels as though the music just flows through me and out through the drums. Strong discipline and concentration are also important when constructing solos. It is something I regard as a statement or a story that is only relevant to the mood and inspiration of the moment itself. So I follow my feelings." (Modern Drummer, 1987)
This long work is constructed from four major themes:
  • Voyage theme: staccato ostinato figures with bass pulses
  • Pedal vamp with clean modulating chords
  • Funky groove (modulated from main tempo as described by Gary above) with harmonized clean chords
  • Chord-melody theme (textural arrangement and rhythmic arrangement)
     Each of these themes may also have specific intros, variations and cadences. These structures support three guitar solos, one drum solo, and one keyboard solo (played over three theme sections). The Holdsworth transcription book "Reaching For The Uncommon Chord" includes a fairly detailed synopsis of the "movie" Allan has in mind here (as written/reinterpreted by science-fiction writer/poet musician Chris Hoard). Below I only summarized the sections. 

     Also, the themes I list below are organized a bit differently than the way they are labelled in the "Uncommon" book transcription, it just seemed clearer to me this way... Finally, on the Wardenclyffe Tower expanded edition (now included in the Manifesto box set), Allan rerecorded two sections of "The Un-Merry-Go-Round" with the keyboard and guitar solo sections exchanged. In the "Uncommon" breakdown below, they occur as Parts 6 and the first half of 7, but on the Wardenclyffe Tower disc they are labelled Parts 4 and 5.

"The Un-Merry-Go-Round"
  • Part 1: "The Call" (Col. Som is given his mission.)
    • 0:00: "Voyage" theme: Bass pulses with staccato figure, joined by swelled textures and high accents ("the merry-go-round"), ending in a unison staccato cadence (with drums).
  • Part 2:  "Conscience And Denial" (Som worries that the mission is not worth the price)
    • 0:43: Pedal vamp theme and guitar solo/lead line 1 (supported by broad, clean chords), repeat, accented cadence chords.
  • Part 3: “On His Own” (Som launches in his ship, and then thinks about his solitude)
    • 1:48: Voyage theme bass pulses/staccato figure with drums/synth ornaments, ending in unison staccato cadence.
    • 2:14: Drum solo.
  • Part 4:  "The Mission” (Som carefully pilots the ship through hazardous areas)
    • 3:58: Voyage theme bass pulses/staccato figure with drums/synth ornaments.
    • Pause.
    • 4:26: Pedal vamp with clean accent chords and guitar solo 2.
  • Part 5:  "Nebulous Remorse" (Som misses his home and his family, watches holograms)
    • 5:31: Funky groove with clean chord accents (harmonizer effect).
    • 6:01: Textural guitar theme intro ("orchestral interlude").
    • 6:34: Textural guitar theme, cadence 1.
    • 7:25: Textural guitar theme, cadence 2.
  • Part 6:  "Destination" (Som reaches his goal (an alien planet), and exchanges mysterious gifts with the inhabitants)
    • 8:18: Textural guitar theme harmony with chord-melody guitar, bass and drums (mid-tempo groove), cadence.
    • 9:38: Guitar solo 3 over swelling/bell-like textures based on previous chord-melody.
    • 10:45: Cadence with added accents. 
    • Pause.
  • Part 7:  "Anticipation/Return" (Som approaches home, 500 years after he departed)
    • 11:08: Pedal vamp with clean accent chords and Pasqua synth solo.
    • 12:11: Synth solo continues over Voyage theme bass/staccato pulses motif, then back to pedal vamp.
    • 13:11: Funky groove with clean chord accents (short reprise of Part 5).
    • 13:42: Final textural guitar theme reprise ("merry-go-round" theme variation).
6 In The
Allan Holdsworth: Guitar, Roland guitar synthesizer
Jimmy Johnson: Bass
Mac Hine: Drum machine
Paul Korda: Vocals, melody, lyrics

Recorded at Front Page, Mixed at Music Grinder
     Paul Korda: “It was an interesting project, for Allan needed lyrics and melody for the session the next day, as, in two days, the masters were to be pressed by the factory, for release in three weeks. I managed to write it in two hours, sing it over the phone, and sang it in the studio, the next day. I heard my track on KROQ about two weeks later. It was quite a feat, especially being homeless, at the time!” (
     This "pop-inflected" song features some additional textures created by the Roland guitar synthesizer. For rhythmic playing, the Roland's slow tracking was too broad for Allan to use in any solos or rhythmic parts, but for textural effects it was effective. Another more precise guitar-synth controller, the SynthAxe, would very soon become Allan's most important new tool for the next decade.

0:00: Arpeggiated opening figure.
0:17: Accented groove/clean chord accents under 1st verse, intro arpeggio.
0:43: 2nd verse.
1:01: 3rd verse with additional "funky"guitar figures, developed into arpeggio motif harmony.
1:35: 4th verse (w. subtle SFX, "funky"guitar figures), developed into intro harmony.
2:25: Guitar solo (over verse harmony). Joe Britton's transcription notes that the guitar is tuned in fifths for this solo.
2:44: 5th verse (funky), developed into intro harmony.
3:19: Intro harmony (sustained textures). 

Eidolon, the recent Manifesto "Best Of", features Allan with an Ibanez on the cover.
     In Steve Vai's Feb 1985 Guitar Player "Solo Flight" article, Vai lists the gear behind "Devil Take the Hindmost" as "a Jim Kelly Line Amp and a custom white Strat-like Charvel equipped with one Seymour Duncan D59B pickup." However,  at around this time Allan also began developing a relationship with Ibanez in order to design more guitars made to his own specifications.
     "Ibanez made about six different guitars and each one was progressively better than the one before until, about six months ago, when they gave me a guitar which was absolutely marvelous, the best guitar I've ever owned. They then decided that they were actually going to produce this guitar (AH-10), which is great... 
     "Paul Williams is always the guy I've trusted when I've asked him about the guitar sound. I guess I've known him for such a long time that he's come to know exactly what I sound like. Every time I tested a guitar, I'd ask him and he'd always say, "No - the red Charvel - sorry- play the red Charvel...”  I couldn't believe it when I played the Ibanez during one gig in New York. I was a bit scared to play it, and I was only going to play it for one tune - but liked it so much that I played it for the rest of the tour. The next day at the sound check, Paul heard it, and he said, "Play the Ibanez," because it sounded better. That was a wonderful achievement, because the Charvel was difficult to beat. The bottom line with Ibanez was they knew I wouldn't play their guitar unless they made me a better one than I already had. In fact, the green one I have is a production model, and it was so good that I persuaded them to let me have it. To me it was a step forward, and I'm going to be working with them in the future to take it even further. I'd like to make it a different shape, etc. 
     "The amps I'm using at the moment are made by a small and fairly new company called Pearce Electronics, out in New York. They are all solid-state with independent effects send and return loops for each channel, so you can set two of them up for stereo lead and stereo rhythm. The other great thing is that they are so portable; they only take up a single rack mounting space. They're great! In the beginning I used to use Vox and Marshall. I've used a lot of other amplifiers that I liked, including Jim Kelly and the Sundown. But I still find myself using the Hartley-Thompson to judge the others by. (14, 16)
Unused alternate album cover art: Francois Bardol
     Allan at this time was also very interested in composition and - possibly due to the unstable nature of his band personnel in the previous few years - he became curious about different musician groups re-interpreting his pieces.
     "One of the things I'd really love to do is get an amazing band together but not be a player in it at all, just a writer. I'd love to write a piece of music that a set of musicians could embellish. The themes and the chord structures would be fixed, but the rest of it would be very open to interpretation. In the framework of a band you can tell the players roughly how it is, they know what the bar lengths are and they can take it from there, without ever getting lost or the music becoming something else." (14)
      However a far more impactful event also occurred in early 1985, when Allan first tried out the SynthAxe MIDI-controller at a NAMM show...

Next: Atavachron: Enter the SynthAxe
Previous Chapter: Road Games (1982-84)

Go to the Table of Contents... 

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.


  1. Thanks so much for this. Digging into Holdsworth's catalog and it's great to have this detailed background