Formerly The Warlocks

10/31/98, Las Vegas, NV, Thomas & Mack Center

SET 1: Axilla > Punch You in the Eye > Roggae, Birds of a Feather, Sneakin' Sally Through the Alley -> Chalk Dust Torture > Lawn Boy, Mike's Song -> Frankie Says > Weekapaug Groove

SET 2: Who Loves the Sun?, Sweet Jane, Rock and Roll, Cool It Down, New Age, Head Held High, Lonesome Cowboy Bill > I Found a Reason, Train Round the Bend, Oh! Sweet Nuthin'

SET 3: Wolfman's Brother -> Piper > Ghost

ENCORE: Sleeping Monkey > Tweezer Reprise

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Thanks to the chat with David Byrne we covered just 11 days ago, it’s customary to view the 90s Halloween costumes through the lens of how they impacted Phish.  The Beatles focused Phish on song craft, The Who taught them how to play to big rooms, the Talking Heads got them into groove and texture — this is known. But the framing starts to gray when you reach 1998 and The Velvet Underground’s Loaded, their most left-field choice and a record that didn’t seem to alter their musical trajectory one bit. In fact, it may be the one Halloween selection that changed the perception of the source material more than the original document changed Phish.

Let’s back up by rewinding to 1965 and my all-time favorite rock factoid. Nearly simultaneously on the east and west coast, two groups of musicians decided to call their new band by the same name: The Warlocks. They’d soon both upgrade to much better brands, maybe two of the best rock band names ever: The Grateful Dead and The Velvet Underground. By the time they shared the same bill a couple times in 1969, their paths were already well diverged – by most accounts, the VU hated the Dead; the Dead made no comment, except to allegedly play an extra long set one night to spite their pretentious New York co-headliners.

But as the two bands moved in opposing directions, they each seeded the musical family trees that would come to dominate rock in the late 20th century. The VU, despite existing in full Lou Reed form for only about five years, could claim ancestry over most of the punk and indie rock that followed. The Dead, of course, were founding fathers of the jamband ecosystem, with a strong hand in siring Americana and the rituals of electronic music as well. And while all these genre boundaries seem pretty compatible and fluid today, they were still mostly walled-off from each other in the 90s.

I speak as someone who straddled both scenes at the time – my right-place, right-time moment was being one of like a dozen people who recognized the Pavement cover at Star Lake in 1999. Yet even for someone deeply in love with indie rock by that point, the Velvet Underground still felt off-putting and scary. Dressed all in black, wearing sunglasses, and singing songs about junkies, sexual deviance, and the seedy underbelly of New York City, the Velvets told an alternate history of the 60s that clashed with the cartoon psychedelia represented (somewhat unwillingly) by the Dead and their brethren. No matter how many rock critics I read praising the VU discography as the sacred text of proto-punk, I couldn’t crack the aggressive discordance of something like “The Black Angel’s Death Song” or “Sister Ray” until much later in my musical maturation. For Phish fans who weren’t listening to the VU’s grandchildren on the long drive between shows, I can imagine it being even more terrifying and alienating.

So when the Phishbill announced that 1998’s selection was Loaded, the last of the Lou Reed VU records, it seemed like a profoundly confrontational move. The Beatles and The Who were squarely in the wheelhouse of Phish’s audience, and while they didn’t pick the most hit-laden Talking Heads record, it had a sonic aesthetic that hippies could immediately grok. Play-acting as the misanthropes of the Velvet Underground felt like a daring reach across the battle lines of 90’s musical identity politics – at least for those unfamiliar with the specific album they were about to cover.

Reclamation Project

So wrong.

While the first four entries in the Velvet Underground discography are critically infallible, Loaded is something of a cursed record. Lou Reed, fed up with being an artist’s artist and ready for stardom, blatantly set out to write a more mainstream record – the thing the album was meant to be loaded with was hits. Then he delegated most of the recording to newest member Doug Yule – already recruited for the impossible task of replacing John Cale – who sang half the lead vocals and played almost every instrument. By the time Loaded was released in November 1970, Reed had quit both the band he founded and the music industry altogether, moving back to Long Island and working for his dad as a typist. 

Given their author’s commercial intent mixing uneasily with his dark inclinations, the songs on Loaded are oddly perched between earnestness and cynicism. It’s hard to take seriously a song called “Who Loves The Sun?” – complete with ba-ba-ba-ba chorus – or “the only answer is to become a dancer” message of “Head Held High” from the eternally nocturnal and sullen Velvet Underground. “Rock and Roll” feels like it was written by punch-card algorithm to be a meta radio hit, a fervent love letter to the genre that might’ve rung true in 1965 or played successfully on nostalgia in the 80s but which seems hopelessly square at the turn of the seventies. “I Found A Reason” is a prom theme for a school of suicidal teens, “New Age” has a big ballad chorus but sneers at a “fat blond actress” in the verses. “Lonesome Cowboy Bill” and “Train ‘Round the Bend” can be read as arch parodies of the ascendant country-rock, the latter inverting the “get back to the country” trope and strongly hinting that the train in question is a subway. 

The record-buying public apparently sensed the condescension, and rejected Loaded just as profoundly as they had the previous three VU records. Critics split on the album’s sincerity– Lenny Kaye loved it, calling it “a celebration of the spirit of rock 'n' roll, all pounded home as straight and true as an arrow” while Robert Christgau (who also loved it) sensed it was “really intellectual and ironic.” Lou Reed bashed the final product as a corruption of his vision, which subsequent anniversary versions have tried to restore*.

With their cover, Phish sliced right through that debate by taking Loaded entirely at face value. It was a brilliant decision, and in some way it truly captures Reed’s original vision for the record in a way the VU never could. At the peak of their arena-rock powers, Phish play each song like the widescreen hit-single anthems they were intended to be, in front of a sold out crowd of 20,000 – about 1,000 times the size of Max’s Kansas City. One could argue that their version loses the undercurrent of mockery that the source material may or may not carry, but that crass negativity was never part of Phish’s character anyway. They’re the kind of band that truly believes that your life can be saved by rock and roll. 

The popular argument for the Loaded set in the Phish community is that it’s the Halloween album cover that gets the most jamming attention, which is supported by the numbers. The original record’s 40 minutes get stretched out to over 75**, thanks mainly to a 13-minute take on Rock and Roll and an unexpected space jam linking Lonesome Cowboy Bill up with I Found A Reason. But aside from the latter improvisation, which dips nicely into the 1998 textural sound, it’s Phish in full rock god mode, with long, shredding solos from Trey and great full-band comping. 

Page, as usual for Halloween, is the true hero, adding thick piano padding where there wasn’t any on the original, and singing the hell out of Rock and Roll and Oh Sweet Nuthin’. But the whole band sounds fully at home within the Technicolor palette of Loaded – it’s on par with Waiting for Columbus as far as Halloween albums where Phish didn’t really need to stretch their sound at all to fit into costume. Unlike the last three records they covered, it doesn’t ask Phish to learn any new tricks – they’d even already covered 20% of the songs before this show – it just asks them to apply their current strengths to an album that is well served by them.

And therein lies the broader rock history revelation of Phish playing Loaded. Even if the fourth VU record is an outlier in the Velvet Underground catalog, an accessible collection without a “The Murder Mystery” or “The Gift” to poison the party, Phish’s reinterpretation makes a case for the Velvets as just a plain old great rock band, not the scary avant-garde ghouls they’re often portrayed as. In 2023, that’s common wisdom, but in 1998, I recall it being a fairly bold statement. Turns out the two Warlocks weren’t so different after all.

Pink Aftertaste

Trey’s out.

But covering the Velvet Underground is not without its risks. There’s a cloud surrounding the band and its legend, and like the great album artwork for Loaded by Stanislaw Zagorski, that sickly pink cloud is either mind-expanding or poisonous, depending on your perspective. The fraught circumstances of the album’s creation add yet another layer of discontent – regardless of the final result, it’s a document of a band falling apart. Phish may not have taken away any significant lessons from this particular musical costume, but its influence still sticks around for the third set – and possibly even the rest of the fall/decade – in the form of unsettling vibes.

Set 3 of Halloween 98 is one of the most controversial moments in Phish history, and unquestionably the most challenging music they ever played on one of their High Holidays. It’s a three-song set (exciting!) built around seasonally appropriate song choices (spooky!), but it’s only 51 minutes (worrisome?) and ends with a perplexing bit of bad-mojo body language: Trey setting up a bunch of loops and abruptly leaving the stage, to the surprise and confusion of his three bandmates and 20,000 audience members. Given that this Ghost seemed to just be getting started and that Vegas isn’t really a curfew kind of town, it struck everyone as a rare moment of on-stage tension from the band, opening a chapter in the band’s history where the group’s chemistry more and more frequently felt off. 

But the music performed before this walk-off ending is an intriguing counter-example to consensus Phish wisdom. When we talk about the great jams, it’s usually said that the band was completely, magically in sync, using their years of experience with each other to melt into a unified organism with 16 limbs and one brain. But 10/31/98 III shows that they could still produce compelling music even when that mind-and-body meld was more like an Akira monstrosity, an extended musical argument marked by a frustrating inability to get on the same wavelength. 

The Wolfman’s almost immediately sacrifices itself to the entropy I’ve mentioned the previous two shows, making a very brief attempt at establishing a 97-style groove before instead chasing a darker current and starting to unravel. Somewhere in the 10th minute, Trey essentially decides to stop playing notes and goes deep into the lab of his effects pedals, conjuring drones, alien loops, and glitchy out-of-phase chords. 

It’s not an unprecedented move – it’s similar to stretches of the Greek Reba and the previous night’s Tweezer – but Trey decides to stay in that mode for a loooong stretch of time, basically the whole middle fifteen minutes of this half-hour jam. So instead of resurfacing with a fiery solo or using the interstitial space as a pathway to another tune, the jam just becomes unrelentingly abstract. If you want to extend the Velvet Underground costume, it’s like Phish doing their own take on “Sister Ray” – which means instead of a hypnotic garage rock raga it’s deranged carnival music. 

Yet with the hindsight of the awkward set ending, it feels like the other three members of Phish aren’t exactly on board with this plan. They follow the mood set by their guitarist – Page plays his electric piano through a particularly malevolent tone and adds Time Factory synth swooshes, Fishman gradually decomposes his beat and eventually switches to a theremin-like vacuum – but there’s a palpable sense of unease. Mike, in particular, seems to make repeated and futile offers of a way back out; the multiple teases this jam is credited with all seem to be the bassist not-so-subtly suggesting a segue to safety***.

Eventually, they settle on a sparse and beautiful but melancholy melody, leading into one of the finest slow-build Pipers in existence – what better way to get back on the same page then to play the same four chords over and over again for 10 minutes. But once they move off the Piper progression, the jam wobbles again and bails out to Ghost, which seems to right the ship, quickly finding a brawny theme in its jam that would have fit right in as a Loaded outtake. But the sickly pink fog of entropy soon floats back in, and two minutes later, Trey pulls the plug. 

Was it frustration over the rest of the band insufficiently accompanying his descent into territories unknown during Wolfman’s? Was it the party atmosphere of Las Vegas finally getting the best of Phish after two long nights, or the ghost of the Velvet Underground haunting the hippies that dared disturb their rest? Did Trey just have to go to the bathroom? We’ll probably never know, but it left behind an unnerving impression that was all too appropriate for the holiday and the guests of honor. After flirting with the darkness of the Velvets on the year’s most devilish night, it wouldn’t be easy to shake off the after-effects.

* - Mostly by putting the clumsy “heavenly wine and roses” bridge back in Sweet Jane, which – sorry, Lou – is a downgrade.

** - It’s already a reasonable set length and it would have been cheating, but Phish definitely could also have included “I’m Sticking With You” – with Fish vocals and vacuum solo, natch – and “Ocean,” a song they would absolutely murder…it’s the VU’s Piper.

*** - Armchair quarterbacking, but if they had simply taken the middle stretch of this Wolfman’s into the fall’s first 2001, it would have produced a unanimously legendary set instead of this hotly-debated one.