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All The Leaves Are Brown
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All the Leaves Are Brown: The Golden Era Collection

The Mamas & The Papas
All The Leaves Are Brown

"It was a huge part of my life, and yet it was a bubble. I think that great things are. I think that they aren't things that go on forever and ever. They are an experience that hopefully you can share with the world and then to have it continue for years and years and decades afterwards is extremely gratifying.

Everytime I hear a song, it takes me back to that crazy, crazy period that lasted only a few years in reality. The group was in fact only singing together for two and a half years! So, it was an amazing experience for me, and I know how many people it touched, even today. People say to me, 'Ya know, I came out to California when I heard that song.'"

 -- Michelle Phillips

In late 1965, a new group named The Mamas & The Papas sent out an invitation to the world to not only embrace the freedom that California represented, but to also explore the freedom that was in every listener's soul - whether they knew it at that moment or not. This unity is was (and still is) intrinsically part of all of our souls. The song was "California Dreamin'," and it's impact is still felt to this day. The song's choral camaraderie and positive feeling speaks volumes. It was and remains a great song, a perfect message, and a nearly indescribably beautiful performance--not to mention a large part of the late 20th Century California saga and migration. Quite an achievement for a 'simple' pop record.

If this was the only hit song that the group ever recorded, they would have made it into the Rock & Roll Hall Of Fame.., at least the one that's in all of our hearts. But after "Dreamin'," The Mamas & The Papas continued to deliver these emotions to our communal hearts and psyche. From "Monday, Monday" and "I Saw Her Again" to "Dedicated To The One I Love," "Look Through My Window," 'Creeque Alley," "Twelve Thirty (Young Girls Are Coming To The Canyon)," and "Dream A Little Dream," The Mamas & The Papas were really the first group to bring that warm, "living room" ambience to the pop charts.

In late 1965, according to Andrew Loog Oldham (original manager/record producer of The Rolling Stones), "America's remaining pop chart firefight against us Brits had been the Beach Boys and Four Seasons. The Beach Boys had the sound and Brian Wilson, but alas, save Dennis, all looked like their dad Murry. And the Four Seasons looked like they would be just as happy breaking your legs as hugging your pillow. The Mamas and The Papas would unite woridpop traffic from Haight Ashbury to Park Avenue."

The Mamas & The Papas were indeed a different animal all together, Four distinct talents and personalities: John Phillips, a composer and vocal arranger whose work stands in the rarified air of musical giants such as Brian Wilson. He not only possessed these artistic qualities, but was also a truly great bandleader who captained an often-unruly ship that always seemed on the verge of mutiny. John was a born leader and social diplomat; qualities that served him and the group well during their brief lifetime. His wife, Michelle Phillips, was not only far and away the most gorgeous girl to be in a pop band--then or now (apologies to whoever the flavor of the month is these days)--but also one who possessed a very striking and truly under rated soprano voice, and perhaps more importantly, a righteously gritty rock & roll soul.

Michelle was also John's muse, and personified the overall spirit of the group. Then you had the real voices: Denny Doherty, the virtual Mel Torme or Bing Crosby of rock and pop. In the words of legendary Los Angeles singer/songwriter P.F. Sloan, "It's what you'd imagine aged cognac would sound like,.." Denny was also a pliable personality who, in his own quiet way, helped hold the group together. And last but in no way least, you had Cass Elliot, who not only possessed the most potent female pop voice of the time, but was also a vigorously unifying personality of the folk and rock worlds. By all accounts, no one was the same after meeting Cass, or hearing her sing. The heart of the group.

So much has been written about the emotional and romantic inter-relationships of The Mamas & The Papas members, that occasionally the actual recordings (especially the non-hit album tracks) tend to take a back seat to the personality-driven legend. This new collection focuses on the music itself. All four of the group's albums (except for 1972's near-disposable "contractual obligation" album, People Like Us, are included here in their entirety, along with a few exquisitely rare singles. That said, it's important to note that besides the group's immense vocal, songwriting and arranging talent, the overall final version of every Mamas & Papas song included here was a true team effort - a team that included producer Lou Adler, engineer Bones Howe, as well as a majestic core group of session musicians. According to Lou Adler, "I think if you listen to that first album, and you don't look at the names, it sounds like The Mamas & The Papas are playing, which was very important. Even though it was basically the same musicians, the same studio, and the same engineer, you don't set that feeling on other vocal/pop groups of that period - it sounds like a vocal group that's singing. But The Mamas & The Papas sound like a rock & roll group."

This holds true of almost all of the group's records. "I remember hearing them for the first time at Western Recorders. It was just acoustic guitar and vocals. When they finished singing 'California Dreamin',' I opened my eyes and looked at the four of them and had the title to the first album "If You Can Believe Your Eyes and Ears." "If You Can Believe Your Eyes And Ears" delivered the group to the public fully-grown, and is still rated as one of the finest debut albums of all time. Aside from the hits ("Dreamin" and "Monday, Monday"), the album is filled with a combination of energetic rockers such as "Straight Shooter" (with its powerful, inverted "Day Tripper" like guitar riff) and luscious ballads such as "Got A Feelin'." This song remains one of the most treasured Mamas & Papas album tracks, and its bittersweet melody is coupled with some positively beguiling vocal counterpoint gymnastics.

The song, recording and performance is one of the finest examples of both John Phillips' vocal arranging genius, as well as the singers' overall vocal symbiosis. "I started recording with the group on the second album," comments Eric "The Doctor" Hord, a guitarist who had already played with all of the group members in one way or another back in their early '60's folkie days. "The way the sessions would work was like this: I would get a call from John or Lou telling me the time of the session; usually at Western (Recorders in Hollywood). I'd get there in the early afternoon, and usually Hal Blaine, Joe Osborne and Larry Knechtel and maybe RE Sloan would already be there and set up. None of us would have heard the song before this. There would only be a chord chart, which was usually written by Knechtel. John would I have his acoustic guitar, and he'd run the song down to us. Then he'd run a few different parts down, and make a few suggestions. Then we'd run through it a few times, and Hal would say, 'Let's make one,' and we'd read everything off the chord charts and proceed to record the song, with John usually doing a very soft guide vocal. We usually did a lot of takes, though, and this was just for the backing rhythm tracks, I made a lofts overtime money back then, man! A lot of takes, Unlike other producers and writers such as Brian Wilson, we would do complete takes, not fragments of sections. A whole performance of the track. But the other performance, besides the vocals, of course, would be Bones, Henry Lewy-- who was Bones' assistant, I believe--and Lou later on; editing, bouncing tracks and mixing. This in itself was another part of the performance. Bones was really an unsung hero. Anyone who could hang in with this for hours and hours and hours--and he didn't take any drugs, either, mind you--was someone who deserves a lot of credit."

Eventually, Cass, Mitchie, Denny and John would come in to do the vocals, and the next element of magic would take place. "We always rehearsed with one guitar, we never rehearsed with a band," commented John Phillips. "I'd come up with a vocal arrangement, and if it didn't sound like a full record with just one guitar and four voices, it never would. That's the answer, it's gotta sound that way then. You can't expect the instruments to pick up the slack for you, and especially because none of us played, really, except for me. I just played rhythm guitar, so it's not a big instrumental thing you're looking for, it's the vocal thing."

But that "vocal thing" wasn't always easy, according to Michelle Phillips. "It was such hard work! John: The Taskmaster. And nothing was ever good enough for John. John always wanted to do the next take. I would go, 'It sounds fine...' He'd say, 'No, it doesn't you were flat.' Whatever the problem with it was, it wasn't up to his standards. And that's why everything sounds so great! That's because John made us work until he thought we got it. Of course, when we'd hear the playback, we'd go, 'My God, that sounds great I' Then he'd say, 'See?... I told you we had to do another take.

After the arduous and ultimately rewarding vocal sessions were done, "then there might be some overdubs for solos." continues Hord. "Peter Pilafian on electric violin, maybe lead guitar from me, Knechtel might overdub another keyboard. Then, perhaps a day or two later, the sweeteners would be added, and they were extraordinary arrangements by guys like Jimmy Haskell, who did the strings on 'I Saw Her Again,' and Gene Page, whose horn arrangement on `My Heart Stood Still' is positively devastating." "

Well, it was all new to us," says Denny Doherty of the studio process. "Lou had The Wrecking Crew: Joe Osborne, Larry Knechtel, and Hal Blaine. That was who he used, aside from any other players who happened to be in the building. Bud Shank came by and did the flute solo on 'California.' It was just whoever was in the building that night, Glen Campbell, whoever. It was a music factory. They'd do the tracks, then we'd do the background vocals, and then we'd work on whoever was going to do the leads. And it worked. We brought in what was already formed, a vocal quartet, to a situation where Lou heard both things. He heard us singing with a 12-string guitar, and married it with this other sound of the musicians and got the sound that he wanted to achieve. As soon as we heard the first playback, we said, 'Ah fuck, yeah! I see...' Bones was his engineer, and he knew what was going on in the studio. I'd never seen tape that was that thick! Eight track machines, wow... Bones had two of these things hooked together, so we could get sixteen tracks."

The Autumn 1966 release of The Mamas & The Papas found the group attaining even greater musical heights. Despite the tension surrounding the group's personal life, and Michelle being unceremoniously "fired" from the group for a couple of months in the Summer of 1966, the record is home to several of their greatest recordings. Again, the album had some huge hit singles ("I Saw Her Again" and "Words Of Love"), but it also contained several other moments that positively define The Mamas & The Papas sound and spirit. "Once Was A Time I Thought" (one of the songs the group sang at their audition for Lou Adler) is John Phillips' virtual homage to legendary jazz vocal group Lambert, Hendricks & Ross, and may be the finest example of the band's majestic vocal blend; and all in under one minute. Another brief but scintillating recording is "My Heart Stood Still." "I love that," gushes Michelle Phillips. "There is such an energy to that. It just builds and builds, and it's only about a minute! It's mind-bogglingly great; it's just beautiful, and is my favorite Mamas & Papas recording."

Another important element on all of the band's records was the slightly washed out background vocal sound, courtesy of Western Recorder's legendary echo chambers. "The Western studio had a great chamber," recalls Adler. "You can hear it on Brian Wilson's things, and you can hear it on the things I did with Johnny Rivers. That sound was huge. It was a tremendous chamber, but also the fact that we had to keep going down generations on their recordings because we had so many overdubs and counters, that we were creating notes that they were amazed to hear, because they weren't singing those notes, but the combination of the overdubs going down.., and that was adding a lot to the appeal of it, more so than the sonic sound that we were going for." "The final mixing and editing would be done at the end," offers Hord "and once again, this was Bones' and Lou's performance at the console. These sessions would often last longer than the tracking sessions put together. Aside from Bones' awesome talent at the board, it took another person to hold all of this shit together, and that man was Lou. Nothing against The Mamas & The Papas vocal talent --which is unparalleled--but none of this could have been achieved without Lou's level of organization and taste."

"What Lou was able to do," according to Dunhill in-house songwriter and occasional producer Steve Barri, "was put The Mamas & The Papas together with the right musicians. He just has this incredible sense of what works and what doesn't. Of course, the musicians were so amazingly talented, they lent so much to what was going on, that they made us all look good on all the records we did, 'cause we used the same guys on all the recordings. Lou was one of the innovators of that kind of recording that was just beginning to be done out here. He just has this amazing sense of when a track is working, when the tempo is right, when the instruments are right. Incredible instinct. And with Bones, who was much more of a musician than the rest of us... we had to just do it on our gut feeling; he had it all. You would say to Bones something didn't sound quite right and he might be able to figure it out musically. He might be able to relate that to the musicians."

Early 1967 saw the release of Deliver, whose title referenced the birth of Cass' daughter, Owen Vanessa, and from this album "Dedicated To The One I Love," "Creeque Alley" and "Look Through My Window" effortlessly made Top 40. Also on the LP is a beautifully slowed-down version of "Twist And Shout" (home of one of Hal Blaine's finest drum fills) and a great solo vocal from Cass on John's "Did You Ever Want To Cry," which wouldn't have been out of place on a Lovin' Spoonful record.

Comments Michelle Phillips: "I remember hearing it (Deliver) for the first time before we went on a trip to Acapulco, and I was just really happy with it. I had gotten back in the group, I was trying to get pregnant, and Cass had just delivered or was about to. Life was good."

"I think that next to the first album, Deliver is the really great album that we did," continues Michelle "I listened to the second album, and I didn't really like it... We had written 'Creeque Alley,' which was a wonderful, wonderful song for the album, and we were doing 'Dedicated,' which I got to do lead vocal on, and I really wanted to do something from that time) period. I had originally suggested 'I'm A Hog For You, Baby' by The Coasters. It was the B-side of 'Poison Ivy.' They asked me to sing a few bars from it, and I went, (straight, recital tone) "I'm a hog for you, baby, can't get you out of my mind. I'm a hog for you, baby, can't get you outta my mind. When I go to sleep at night, you're the only thing I'm thinking of...,' or something like that! And they looked at me like I had lost my mind. Then we tried to work up 'He's A Rebel,' and then we tried to do 'Will You Still Love Me Tomorrow.' John couldn't get a handle on those. He had never heard these songs, and I don't think Cass had, either. Denny had, and that's because he was always a rocker. But I don't think that Cass or John had the slightest idea what this stuff was. Just Number One songs in the United States! But they were into different stuff, like folk and show tunes. Then I suggested 'Dedicated.' I had no idea that John was going to take that song and make it, like, his own. That was such a beautiful arrangement of that song. It really sounded like he had written it."

As good as life was, things began to change. Following Deliver, Lou and John (with a little help from their friends, including Michelle) organized The Monterey International Pop Festival, which in hindsight, is a crowning moment of the 1960's musical and cultural renaissance. If Monterey was the wedding, Woodstock was the divorce and Altamont the funeral. Following Monterey, John and Michelle built a studio in their Bel Air mansion, and this was where the 4th (and, in all reality final) album, The Papas And The Mamas was cut. An often-underrated record, this album contains some true lost gems, namely "Safe In My Garden" and "Mansions." Peter Pilafian, road manager, violinist and overall 'aid de camp' for the group comments on "Mansions."

"This is a door opening to what could have been the next era of The Mamas & Papas. John's use of that moving parallel in the octaves is sort of a breakthrough. It's a little dark, but it's so nice. The absolute perfection of the vocal rendition is so astonishing... there isn't anything today that has that extraordinary perfection. Those four voices are in the most extraordinary, celestial, resonant harmony. You never heard people sing like that. It's like a masterpiece that belongs in the Sistine Chapel or something. It is absolutely extraordinary."

This album also featured a mini-suite of songs on the second side, which included the hit, "Twelve Thirty," and is the home to "Dream A Little Dream," a Mamas & Papas recording which was unfortunately released by Dunhill as a "Mama Cass" solo single, paving the way for her solo career and spelling the end of The Mamas & The Papas. This leaves us with The Mamas & The Papas themselves, their voices and the overall vocal synergy that still leaves us enthralled. "Denny could have been a big band singer in the '40's," comments Lou Adler. "He had that sort of wide-open, Western broadness to his voice. A very romantic singer. His intonation was just great. He'd get it every single time. Cass was also a throwback to the '20's and '30's; a very dramatic singer... Michelle, she's a rock & roll baby. Her twists and turns come off of street corner-type singing. Certainly not the strongest singer in the group, but definitely the heart and soul of rock & roll. John was more embarrassed of his lead singing; he didn't ever really want to sing a lead. He was a perfect quartet singer and vocal arranger -- one of the best vocal arrangers, ever. I think he's right up there with the vocal arrangers for The Hi-Lo's and The Four Freshmen."

After all that you've read thus far, the music that you're probably listening to now still most eloquently speaks for itself. The group lived out their changes organically and musically, and that's what most of these songs reflect. "I can't write unless I write about things that have actually happened to me," said John Phillips in 1970. "I'm not very good at 'situation songs'; you know, let's write a song about this, or let's write a song about that. They were all so musically good, Denny, Cass and Michelle, they always knew exactly what we were doing. When I wrote a song, and said, 'Here's the new song..,' they all felt like they had written it, too. Like, everyone doing an author's material. No one can do an author's material as well as himself. But you have four people that all felt like they had written the song, because the songs were about us, and our lives, and they recognized everything in the songs as being personal. So they sang it as they lived it." "I think that we were the freshest sound that I've ever heard." commented Cass in 1970. "I don't think that The Beatles, collectively vocally, are as good as The Mamas & Papas were... Crosby, Stills & Nash comes closest to what I consider to be the perfect vocal sound. The Mamas & Papas had a sound that electrified us. Just making the music turned us on I think that that kind of love, coupled with the intensity that we devoted to it, kind of made a magical vibration which stimulated a lot of people." And it still does.

Matthew Greenwald

Los Angeles, Spring 2001
(C) 2001 Matthew Greenwald

(Matthew Greenwald is the author of the forthcoming book on The Mamas & The Papas, "Creeque Alley: The Oral History of The Mamas & The Papas" (Cooper Square Press). Selected quotes from the book have been used by permission.)

Thanks to Sandy Granger, Andrea Michelle Holland, & Joe Shapiro


Originally Released February, 1966

1. Monday, Monday (John Phillips)
2. Straight Shooter (John Phillips)
3. Got A Feelin' (Denny Doherty-John Phillips)
4. I Call Your Name (John Lennon-Paul McCartney)
5. Do You Wanna Dance (Bobby Freeman)
6. Go Where You Wanna Go (John Phillips)
7. California Dreamin' (John Phillips-Michelle Phillips)
8. Spanish Harlem (Jerry Lieber-Phil Spector)
9. Somebody Groovy (John Phillips)
10. Hey Girl (John Phillips-Michelle Phillips)
11. You Baby (P.F. Sloan-Steve Barri)
12. The In Crowd (William E. Page)


Originally Released September, 1966

13. No Salt On Her Tail (John Phillips)
14. Trip, Stumble & Fall (John Phillips)
15. Dancing Bear (John Phillips)
16. Words Of Love (John Phillips)
17. My Heart Stood Still (Richard Rodgers-Lorenz Hart)
18. Dancing In the Street
(William "Mickey" Stevenson-Marvin Gaye-Ivy Jo Hunter)
19. I Saw Her Again (John Phillips-Denny Doherty)
20. Strange Young Girls (John Phillips)
21. I Can't Wait (John Phillips)
22. Even If I Could (John Phillips)
23. That Kind Of Girl (John Phillips)
24. Once Was A Time I Thought (John Phillips)

Originally released March, 1967

25. Dedicated To The One I Love
(Lowman Pauling-Ralph Bass)
26. My Girl (Smokey Robinson-Ronald White)
27. Creeque Alley (John Phillips-Michelle Phillips)


1. Sing For Your Supper (Richard Rodgers-Lorenz Hart)
2. Twist And Shout (Bert Russell-Phil Medley)
3. Free Advice (John Phillips-Michelle Phillips)
4. Look Through My Window (John Phillips)
5. Boys And Girls Together (John Phillips)
6. String Man (John Phillips-Michelle Phillips)
7. Frustration (John Phillips)
8. Did You Ever Want To Cry (John Phillips)
9. John's Music Box (John Phillips)


10. Glad To Be Unhappy (Richard Rodgers-Lorenz Hart)

Originally released May 1968

11. The Right Somebody To Love (Shirley Temple)
12. Safe In My Garden (John Phillips)
13. Meditation Mama (Transcendental Woman Travels) (John Phillips-Lou Adler)
14. For The Love Of Ivy (John Phillips-Denny Doherty)
15. Dream A Little Dream Of Me (Wilbur Schwendt-Fabian Andre-Gus Kahn)
16. Mansions (John Phillips)
17. Gemini Childe (John Phillips)
18. Nothing's Too Good For My Little Girl (Ned Wynn)
19. Too Late (John Phillips)
20. Twelve Thirty (Young Girls Are Coming To The Canyon) (John Phillips)
21. Rooms (John Phillips)
22. Midnight Voyage (John Phillips)



23. I Saw Her Again (John Phillips-Denny Doherty)
Originally Dunhill single 4031, June, 1966

24. Words Of Love (John Phillips)
Originally Dunhill single 4057, November, 1966

25. Creeque Alley (John Phillips-Michelle Phillips)
Originally Dunhill single 4083, April, 1967

All Tracks Produced by Lou Adler
Reissue Produced by Andy McKaie
Digitally remastered by Erick Labson, Universal Mastering Studios--West, No. Hollywood, CA
Art Direction: Vartan
Design: Addtothenoise
Photo Research: Ryan Null

Photos: Cover: from Richard Campbell collection: Booklet back cover: MCA files; Pages 2-3, 5 Courtesy of Henry Diltz; Pages 8 (top left bottom right), 9 (bottom), 10-11, outside inlay: courtesy of Michael Ochs Archives: Page 8: Don Paulsen/Michael Ochs Archives (top right); Page 8 (bottom left) and inside inlay: courtesy of Gregory Rice: Page 9 (top left) courtesy of Lou Adler & (top right) courtesy of Jim Marshall; Album covers courtesy of Dr. Demento

Production Coordinator: Beth Stempel
Special Thanks to Michelle Phillips
Thanks to Richard B. Campbell, Richie Gallo, Bill Inglot, Lynn Kerman. Steven Lasker, Cary Mansfield, & Mike Ragogna

Also Available by The Mamas & The Papas:
Creeque Alley: The History Of The Mamas & The Papas (2 cd) (MCAD2-10195)
Greatest Hits (MCAD-11740)
If You Can Believe Your Eyes And Ears (MCAD-11739)
Millennium Collection - 20th Century Masters (MCAC/D-11945)
The Best Of The Mamas & The Papas (MCAC-26019)
The Magic Circle (VSD-5996)
The Papas & The Mamas (MCAD-31335)
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