Album Spotlight: Harry Nilsson – Pandemonium Shadow Show (1967)

In which the circus comes to town

Welcome to the first in a series of reviews focusing on the albums of Harry Nilsson. If you don’t know who Harry Nilsson is, well, you probably do.1 Just like some actors are oh, it’s that guy! actors, Harry Nilsson is a that guy for music. He was one of the best songwriters of his generation and was one of the finest male vocalists in the history of rock and roll, but his life was just as fascinating as his music. We’ll be discussing both as the series progresses.

Pandemonium Shadow Show (1967) is widely considered a remarkably mature debut by an artist who arrived fully formed out of nowhere. The truth is less immaculate, but only slightly. Since this series will be as much biographical as discographical, let’s go back to the beginning and jog back up to 1967.

Harry Nilsson was born in 1941, in a tough Brooklyn neighborhood to a father who didn’t stick around and a mother whose twin passions of hard drinking and check bouncing led to a life on the run back and forth between New York and California. Harry eventually stayed behind in California, dropping out after his freshman year of high school, embarking on a string of jobs that culminated in his becoming a computer programmer at a Los Angeles bank.

He had always been musically inclined, encouraged by the relatives he often stayed with while his mom was drunk or shacked up with somebody. Working night shifts at the bank allowed him to get out in time to hit the bars before last call and schmooze with record industry people. It also left his days free for loitering around studios and record company offices. On both fronts, he demonstrated an almost supernatural ability to get his foot in the door. During this time he charmed and impressed, as near as I can tell, every single person he met, with the consequence that he seemed always to be in the right place at the right time.

He cut demos for other songwriters. He wrote or co-wrote songs for Little Richard and The Monkees. He caught the ear of Phil Spector, with whom he ended up co-writing songs for The Ronettes and the Modern Folk Quartet. He issued singles for a local label under the name Bo Pete, and for Mercury Records under the name “Johnny Niles.” 2 He released an album called Spotlight on Nilsson. (Not reviewed here because—while enjoyable—at 10 tracks and 22 minutes long it’s really more of a glorified demo.)

Now we’re all caught up. It’s 1967 again, and Harry has built enough buzz and reputation to get signed by RCA, finally feeling secure enough to quit his job at the bank. Like any self-respecting songwriter in the 60’s, he had a bout of intense professional envy of The Beatles. By 1967, the envy had already turned to inspiration. When Sgt. Pepper’s came out during the recording sessions for his debut album, it’s like he decided “if you can’t beat The Beatles, join The Beatles.” For anyone reading who doesn’t know the story, you will be shocked to find out how close that is to what actually happened.

That’s all you really need to know for now. It’s time to talk about the album. A mix of original material and covers, seven of the twelve tracks were penned by Nilsson himself. The name “Pandemonium Shadow Show” is derived from that of a circus show in Ray Bradbury’s Something Wicked This Way Comes. While not a concept album by any means, the circus theme acts as something of a framing device for the album and informs much of its sonic palette.

Track Listing

  1. Ten Little Indians— One of the common narratives you hear about Nilsson is that of an enormous talent and potential, undermined by self-indulgence and an inability to play things straight. 3 That allegation ignores the fact that his off-kilter sensibility is in evidence from the very beginning. The record begins with Nilsson as circus ringmaster mangling the pronunciation of the album, by way of leading into a sardonic circus-like recitation of the “ten little Indians” who are smote in turn as each violates one of the ten commandments.
  2. 1941— A semi-autobiographical account of absentee fathers set to a “Mr. Kite”-style arrangement, this is the song that in a roundabout fashion helped make his career. Even the most talented people need to catch a break, and Nilsson caught a doozy: Derek Taylor, publicist for The Beatles, heard this song on the radio and fell so in love with it that he ordered 25 copies of the album to give to his incredibly influential circle of friends and acquaintances. When you get free publicity from the guy whose job is to promote The Beatles, things are going your way. The legend around the song threatens to overwhelm the song itself, but it is excellent, easily the best of the originals on the record.
  3. Cuddly Toy—This song is probably more famous in its version by The Monkees, being one of the songs that Nilsson sold to the band in its early days while they were looking for material. Compared to “1941,” it’s a trifle of a song, but it’s catchy as hell, with a filthy alternate reading4 belied by its innocent imagery and sing-along melody. 
  4. She Sang Hymns Out of Tune—This is a sort of left-field cover track. Originally a neo-bluegrass waltz, here it is given a merry-go-round treatment. I don’t know much about this song, honestly, or how it came to Nilsson’s attention or his relationship to it. But I love a good waltz, and I’m perfectly content whenever this one gets stuck in my head.
  5. You Can’t Do That—A laid-back cover of the Beatles’ track off of A Hard Day’s Night, mashed up with 15 other Beatles songs.5 It sounds like it should be a mess of a song, but it’s surprising how well he weaves it all together. (Nobody tell Lynn McKenzie that I can’t say for sure how many songs are mashed up here, or she’ll take away my Beatles license.)
  6. Sleep Late, My Lady Friend—A laid back morning-after song, it sounds almost out of place on the album. Not that it’s a bad song. Far from it! It captures a feeling very well, like someone trying to preserve a moment in amber because whatever that moment was, it has already passed. It’s just that the arrangement, with its slow tempo and cool bass and warm horns and hand drums doesn’t really gel with the rest.
  7. She’s Leaving Home—No trickery this time, just a straightforward cover, recorded ten days after Sgt. Pepper’s hit the shelves.
  8. There Will Never Be—a jazzy, up-tempo, self-pity song. Kind of standard overblown heartbreak stuff in terms of lyrics, but set to a jaunty tune in an odd time signature6 which makes it all very good fun.
  9. Without Her—Lyrically, melodically, this sounds like Nilsson doing his best to channel Paul McCartney—the universally acclaimed master songsmith Paul McCartney—and succeeding. Sung almost at a whisper, it nevertheless has a pulsing energy and seems to be over much too soon. I always have to skip back and give it another listen. A secret gem of this record.
  10. Freckles—This one sounds like Nilsson doing his best to channel the “granny music” Paul McCartney, and succeeding. It’s a throwback cover of a song originally from 1920-something, about a young rascal named Freckles. How you feel about this song will likely depend on how you feel about McCartney Beatles tracks like “When I’m 64” and “Honey Pie.” Nilsson had a 100% sincere affection for this style of music, and so do I, so it works for me. (It’s a well he’d go back to on subsequent albums.)
  11. It’s Been So Long—A sign of things to come. It’s a pretty standard “missing you” affair, in terms of the lyrics, but listening to it you can tell something clicked here. It’s the first time he really starts to explore how much he can do with his voice in terms of multi-tracking vocals and harmonizing with himself. In a couple of places he sounds for all the world like a one man Fab Four. This technique of creating dense, lush, gorgeous vocal tapestries with himself is something that he would put to greater use in later albums.
  12. River Deep, Mountain High—A sign of things to come, part 2. Nilsson’s career would come to be defined by unpredictability, with whole albums where no two songs really had anything in common. This song is really the first time you see his magpie tendencies come into play. The rest of Pandemonium Shadow Show (give or take “Sleep Late My Lady Friend”) is clearly indebted to The Beatles, especially Sgt. Pepper’s, so you’d probably expect a big show-stopper finale. And you’d be right, but you’re still going to get bowled over by something you never saw coming, with Nilsson building his very own Wall of Sound on this cover of the Tina Turner classic.

Final Thoughts

To put things mildly, it is ambitious to do a song knowing your vocals are going to be judged against Tina Turner’s 7 on the song that Phil Spector himself considered his masterpiece. That ambition paid off. The song is filled with one “holy shit” moment after another, as Nilsson repeatedly outdoes himself vocally. The Beatles, Tina Turner, Phil Spector… if you’re going to steal, steal from the best. The fact that he successfully pulled off the heist is impressive even today, knowing that this was an artist just starting to stretch his wings.

The Beatles were certainly impressed. Derek Taylor’s pro bono publicity push worked, as when they were later asked who their favorite American artists were, John and Paul both answered without hesitation: “Nilsson.” And Phil Spector didn’t seem to have been too pissed off either, as they would later work together once again on a single with Cher. 8

All in all, Pandemonium Shadow Show is an excellent piece of 1960s pop music. Although it sold only in modest numbers, the blend of songcraft and That Voice was enough to establish his reputation. We’ll pick things up next time with his 1968 follow-up album, Aerial Ballet.


A note on the music: I’m using the CDs from the RCA Harry Nilsson box set. It’s a fantastic set, 14 albums plus three discs worth of outtakes, alternate takes, and other material, all beautifully remastered, at a bargain price. Some of the bonus material is available on some streaming services, but I’ll only be reviewing the albums as originally released, so no matter how you choose to listen you should be able to access everything covered in these reviews.

Relevant to this album, the RCA box set includes the original mono mix of Pandemonium Shadow Show as well as the stereo. To my young(ish) ears, the stereo version sounds better, with the big exception of “River Deep, Mountain High,” which is great in stereo but utterly transcendent in mono.