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Liner Notes › Who Are You


Roger Daltrey Lead vocals 
John Entwistle Bass guitars, vocals and synthesizer [and horns] 
Keith Moon Drums and percussion 
Pete Townshend Guitar, piano, synthesizer and vocals 
Andy Fairweather-Low Backing vocals on "New Song," "Had Enough," "Guitar And Pen," "Love Is Coming Down" and "Who Are You" [Andy was the lead singer of The Amen Corner in the mid-60's. Since 1991 he has been Eric Clapton's backup guitarist/vocalist and appeared on Clapton's Unplugged album and also accompanied Pete on his 1993 Psychoderelict tour.] 
Rod Argent Synthesizer on "Had Enough" and piano on "Who Are You" [Rod was the keyboardist for The Zombies ("She's Not There," "Tell Her No") then headed the early 70's band Argent ("Hold Your Head Up"). He is now a producer, composer and performer.] 
Ted Astley String arrangements on "Had Enough" and "Love Is Coming Down" [Ted Astley, full name Edwin Thomas Astley, was born in 1922. In addition to being Pete's father-in-law, Astley was a composer for many British films and TV series including The Mouse That Roared, the 1962 version of The Phantom of the Opera, The Saint, and, oddly enough, the 1961 film A Matter Of Who. He died in 1998.]


Produced by Glyn Johns and Jon Astley [Jon Astley is the son of Ted Astley and Pete's brother-in-law. He was in charge of the 1994-1998 Who re-release program. Glyn Johns quit Who Are You after getting head-butted by Roger. He returned for 1982's It's Hard.]
Engineering Assistance: Judy Szekely

Front cover photograph: Terry O'Neill [the front cover was a last minute choice after a cover of The Who with the Shepperton audience lined up behind them was rejected. Keith sat in the chair with the ominous message in order to disguise his paunch which was sticking out over his trousers top.] 
Sleeve design: Bill Smith


Who Are You was released as Polydor 2490 147 (WHOD 5004) August 18, 1978. It reached #6 in the U.K. 
Released in the U.S. as MCA 3050 on August 25, 1978, it reached #2.

[In addition to the standard releases, Who Are You was also released in red vinyl in Canada, a picture disc in the U.S., two 1981 "Super Disk" versions on the Direct Disk Labs label (SD 16610), one regular and one requiring a DBX decoder, and a 1992 Mobile Fidelity Sound Labs gold CD (UDCD 561). Who Are You went platinum (1 million in U.S. sales) within four weeks of its release and reached double platinum in 1993.]


Liner notes by Matt Resnicoff [with additions in brackets by Brian Cady]


[Who Are You had part of its genesis in another attempt to revive the 1970 Lifehouse project (for more on that, see the liner notes to Who's Next). According to Pete, Roger had pushed him to have another try at the project and he wrote a new draft of the screenplay. This one is a sequel to the previous Lifehouse story. Set 200 years after those events, it concerns another attempt to stage a huge rock concert and feed it to all the people on the Grid in order to free them from the necessity of the experience suits. Those holding the concert are aided by the "musos," a group that worship music and who are opposed to Plusbond, the corporation that runs the Grid. The woman who runs Plusbond, meanwhile, is promising that if people do not abandon their suits, the "perfect one" will soon arrive to lead them to spiritual salvation. Prior to Keith Moon's death, The Who announced plans to make four films, The Kids Are Alright, Quadrophenia, McVicar and Lifehouse. Lifehouse was to have been directed by Nicholas Roeg, the director of Performance and The Man Who Fell To Earth. Pete and Nicholas had trouble agreeing to the direction of the script and then had a falling out in 1980 which again scuttled plans for the film.]

NEW SONG 4'18 (1996 remix 4'13) 
(Pete Townshend) © 1978 Towser Tunes, Inc. (adm. By Longitude Music, Co.) - BMI 
'New Song' was recorded at Ramport Studios, Battersea on October 24 and 27, 1977 and features background vocals by Andy Fairweather-Low and Billy Nichols.

[Pete Townshend: "This is a diatribe against the requirements of FM radio (at the time) for every band of the day to produce 'clones' of their earlier successful airplay hits. This was my signal to everyone that I had decided to deal a wonky deck full of theatrical parodies and anachronisms. Needless to say, the song didn't get airplay and neither did it make the critics happy. Great sounding cut, such a pity it is full of such cynical sentiment. 'New Song' was the first song I ever wrote on a polyphonic synthesizer. It was blocked out on an ARP OMNI, that company's first polyphonic machine. It may have been the first multi-voice synth ever. But I cheated quite a lot; it had only one filter and envelope-shaping amplifier."

The demo has the additional lines: 
"You need a new song, but why not sing the change 'Underneath The Harvest Moon'? 
The mood was all wrong and while the singer raged, somebody switched the tune. 
It's easy being obnoxious and queer; your difference can earn you fame. 
Nothing's left unsaid, it's just another year, but we need shaking up just the same, just the same."

The demo is available on Pete's 2000 solo CD Lifehouse Elements.
The 1996 remix is the same as the original except for adding a "Whoooo" from Roger in the middle and a slightly quicker fadeout. The 1992 Mobile Fidelity Sound Labs CD has a somewhat longer fadeout tracking at 4'24. "New Song" was never performed live by The Who.]


HAD ENOUGH 4'27 (1996 remix 4'31) 
(John Entwistle) © 1978 Hot Rod Music - BMI 
Recorded at Olympic Studios in December. The string arrangement is by composer Ted Astley, Pete's father-in-law, and was recorded at Ramport on September 30. Rod Argent plays synthesizer and backing vocals are by Andy Fairweather-Low and Billy Nichols. Unusually Roger sings a song by John. "Writing for Roger let me get more material on the album," says Entwistle. "If I sang or had written these songs for me to sing, they wouldn't have gotten on. That was the main problem with The Who."

[More John: "I used an old Who trick, which is playing that sort of DUM DUM DUM DUM beat like 'Bell Boy.' I put that kind of beat to it and I used a suspended chord where you play just a C bass note and stay on the C and write chords around it that fit in. And presto! Instant Who song!"

Pete Townshend: "We used full orchestral string arrangements here for the first time on any Who track. It seemed OK to do it with one of John's songs -- he was always struggling single-handed to lay down enough overdubbed brass parts on my stuff (especially Quadrophenia) to sound like an orchestra himself. Our arranger was my wife's inspired father, Ted Astley. The strings on this track are quantum. But it's another cynical, life-weary lyric, like 'New Song'. I wonder why John and I were so bored with life?"


Roger Daltrey: "I had a punch-up with Glyn Johns, mainly because he put strings on John's track 'Had Enough.' I went into the studio in the afternoon the day before they put on the strings. I thought, 'Fucking hell, strings on a Who track?' When I heard it, it was just slushy strings and I don't like slushy strings. I don't mind orchestras. I like them triumphant. There's things you can do with strings that can be really good and exciting but what he'd done on this I didn't like. He said, 'What do you think?' And I said, 'Don't like it much.' And he went up the fucking wall. So I think he smacked me and I smacked him and that's how we were in those days."

"Had Enough" was originally intended for John's science-fiction rock opera which also contained "905." When Lifehouse was revived, John handed those two songs over for the project. This track was released along with "Who Are You" as The Who's second double A-side single ("The Last Time"/"Under My Thumb" was the first). This would make it the first Who A side in the U.K. to be composed by John. It didn't receive much airplay. John later wryly remarked that most people assumed it wasn't an A-side because it said "Entwistle" on it. No choice would be given with The Who's next U.S. single, "Trick Of The Light"/"905". The 1996 remix features a different horn part from the original version. "Had Enough" was never performed live by The Who but a live version by The John Entwistle Band appears on their 1999 CD Left For Live.]

905 3'58 (1996 remix 4'03)
(John Entwistle) © 1978 Hot Rod Music - BMI 
Recorded at Ramport and RAK Studios, St. John's Wood, in March 1978. This song was composed and prepared on one of the first multiphonic Polymoog synthesizers at John's studio in Ealing.

[John Entwistle: "I had started a concept album along the same lines as Lifehouse. My story was a little different. It was set in the future. I put it on the shelf for a long time. When that album came along I took them off the shelf and changed them around a little bit. But '905' was actually one of the songs from that. The hero's name was '905' and he lives with this guy named '503' and they're absolutely identical. There aren't any women around because that's what they're eating."

On the 1996 remix, John's vocal, which was apparently introducing some hiss, is potted up late cutting off the first word in "in suspended animation." "905" was never performed live by The Who but a live version by The John Entwistle Band appears on their 1999 CD Left For Live.]



SISTER DISCO 4'20 (1996 remix 4'22) 
(Pete Townshend) © 1978 Towser Tunes, Inc. (adm. By Longitude Music, Co.) - BMI 
Recorded at Ramport and Goring Studios during October, 1977. 
'Sister Disco' was performed regularly on stage when The Who toured with Kenney Jones on drums.

[Pete Townshend: "For this track I spent a lot of hours programming my analogue sequencers in my ARP 2500 studio synthesizer. It isn't quite KRAFTWERK, but in 1976 I don't think they were doing much better. This is a perfect example of the progression I was making towards theatrical music writing. I was trying to evoke absurd Baron Munchausen musical textures. Roger sounds so seriously intent about everything that the pomposity becomes real and threatening rather than pictorial." 


Pete from 1978: "I felt the need to say that the group would never, ever, in any way do anything like the Bee Gees. We stand over here and what we stand with is all right. They might say we're boring old farts but we still feel more at home with the boring old farts than any of that crowd."


Pete from 1979: "It's got nothing to do with disco at all! It's only a series of lines put together. The chorus 'Goodbye Sister Disco, now I go where the music fits my soul'...that is not an indictment of disco music. I like a lot of disco music; I even like discos. It's to do with saying goodbye to, I think, a sort of self-conscious poseur kind of thing the The Who had been for such a long time."

Roger: "I really like 'Sister Disco' but I don't necessarily understand what he's saying. I do understand what he's trying to say but I don't know whether it comes off. It was a song about getting too old for discos and that whole line that Pete sings, 'Goodbye Sister Disco, I go where the music fits my soul,' is kind of operatic; it's a bit pompous. That's why I personally didn't sing that line because I can't...when Pete sings it he's got enough kind of tongue-in-cheek quality to get away with it and it works, but if I sang it it would be a total disaster."

The Who played "Sister Disco" live during their 1979-1982 and 1989 shows. Live versions appear on the LP Concerts for the People Of Kampuchea (1979) and the Who Rocks America video (1982). Their is also a live in the studio version with Kenney Jones on drums on the 30 Years of Maximum R&Bvideo (1979).  Pete's original demo was released on his 1999 solo album Lifehouse Chronicles.]


MUSIC MUST CHANGE 4'35 (1996 remix 4'38) 
(Pete Townshend) © 1978 Towser Tunes, Inc. (adm. By Longitude Music, Co.) - BMI 
Recorded at Pete's own studio in Goring-On-Thames and overdubbed by The Who at Ramport Studios in April 1978. This mix contains different guitar parts than those on the original MCA release. 
Keith plays cymbals only. During his failed attempts to tackle this tune's 6/8 time signature, the drummer exclaimed: "I know this is shit, but even though it's shit I am still the best...the best Keith Moon-type drummer in the world!"

[Roger Daltrey: "(Keith) was so sad about it. He was so upset. He used to cry. Nobody knew more than Keith (that his drumming had deteriorated). It used to break his heart."


Pete Townshend: "I had several studios to work in while developing material for this record. After working on the Tommy film soundtrack I moved my 16-track home studio to a new retreat I built in the country. At home, in London, I built a modest 8-track studio and experimented with the new synthesizers that were appearing at the time, especially the Yamaha polyphonic, touch-pressure-sensitive CS80 which features heavily on this track. My new 'home' studio was a large tiled room containing a big piano and some compact recording kit. Having no drum kit, I tapped the rhythm out by walking up and down the floor, tossing a coin at one point to illustrate that as far as I could see, the word 'music' had transmogrified into 'money' for most of the musicians in my age group. Hearing Roger trying to sing like Mose Allison is a treat after all these years. There I was, trying to be like the jazz-singer's name-sake (Moses the biblical fellow) and attempting to part the waves. I don't think I've heard a song so full of clichés! 'Music Must Change' is earnest enough, but I don't think I knew what was really needed to save rock from decline."

"Music Must Change" was played live during the 1979-1981 shows where it became an extended jam featuring a lot of keyboard work from John "Rabbit" Bundrick. A live version appears on the 30 Years of Maximum R&B video (1979). The version of "Music Must Change" with the original guitar performance appears on the boxset 30 Years Of Maximum R&B.  Pete's original demo was released on his 1999 solo album Lifehouse Chronicles.]

TRICK OF THE LIGHT 4'06 (1996 remix 4'46) 
(John Entwistle) © 1978 Hot Rod Music - BMI 
Recorded at RAK Studios on March 13 and 14, 1978. The guitar-like assault throughout is actually John's heavily distorted eight-string Alembic bass.

[Pete Townshend: "This must have been one of the first Who albums to feature John Entwistle songs at a ratio with my own of 2:1. This track's sound is so brutal it must count for about 3 tracks. Alembic 8-string bass solo on this sounds like a musical Mac truck. Strange that such a big chap should be so paranoid about being sexually inadequate with a prostitute."

Roger: "That was the one track I didn't want on the album...It just goes on and on and on and on and I think the lyrics are very witty but it just becomes musically bland to me."

Edited down to 3'37, this was released in the U.S. as a single backed with "905" and was the only U.S. Who single with both A and B sides composed by John. It was released December 2, 1978 and peaked at #107 in the Billboard charts. The Who played this live during part of their New York City-New Jersey shows of September 1979 then didn't play it again until the 1989 tour. A live version appears on the Join Together album (1989). The 1996 remix differs from the original in having Roger's "Come on, tell me" and the first notes of John's first lead bass line potted out, Keith's drums during the first ten seconds comes from a different take and the end has a much longer fade out.]


GUITAR AND PEN 5'45 (1996 remix 5'58) 
(Pete Townshend) © 1978 Towser Tunes, Inc. (adm. By Longitude Music, Co.) - BMI 
Recorded at Ramport and RAK Studios in March 1978. Pete and Rod Argent both play keyboards.

[Pete Townshend: "This is a song about song-writing. A deliberate attempt to cynically evoke Gilbert and Sullivan, the intended irony fell flat when smart critics accused me of sounding like Gilbert and Sullivan. Often my best tricks fail because I become too wound up in them, too convinced by them myself to remain a foil. I played this today and I like it. It delights me. It's honest. Nice to hear Keith Moon singing nearly coherent backing vocals. I played really nifty piano. Fuck the critics. This is theatre, darling!"

Roger: "I like 'Guitar And Pen' for what it is...I can understand why people hate it but I like it a lot."

John: "I think it's too pompous, too classical."

The original version is 13 seconds shorter than the 1996 remix because it was sped up about a tone higher from the original tape. The remix also differs by having quite a bit more echo added to it. "Guitar and Pen" was never performed live by The Who.]


LOVE IS COMING DOWN 4'00 (1996 remix 4'05) 
(Pete Townshend) © 1978 Towser Tunes, Inc. (adm. By Longitude Music, Co.) - BMI 
Recorded at Ramport Studios on October 18, 1977. Ted Astley's strings were added in December

[Pete Townshend: "We used the string orchestra on this, too, and I really love the result. But it was not to every Who fan's taste. In fact, several wrote me to say they hated the song because it seemed so melodramatically depressive and fatalistic. The song was intended to be about the inevitability of triumph in the spiritual life, but when I was writing then, I think, I sensed the end coming for the band, for me as its creative engine and for Keith as its physical heartbeat. The song weeps in advance. If my music was changing, it was going backwards: this sounds like something from a Shirley-Bassey-Sings-the-James-Bond-theme album."

During the long 1977 Who sabbatical Pete and The Who's ex-manager Kit Lambert, who was the son of orchestral composer Constant Lambert, were attempting to fashion songs that would better blend rock and orchestral styles. Other songs that led from this experimentation were "Street In The City" on Rough Mix, "Brooklyn Kids" and "Football Fugue" on Another Scoop and "I Like It The Way It Is" from Scoop 3. "Love Is Coming Down" was never performed live by The Who.]


WHO ARE YOU 6'22 (1996 remix 6'16) 
(Pete Townshend) © 1978 Towser Tunes, Inc. (adm. By Longitude Music, Co.) - BMI 
Demo'd by Pete at his Goring studio in June and recorded by The Who at Ramport in October 1977. [It is based on a 1971 synthesizer instrumental by Pete called "Meher Baba M4 (Signal Box)" which was later released on Pete's solo album Psychoderelict.  Pete's demo version with lyrics was released on his 1999 solo album Lifehouse Chronicles.  On The Who's version] Rod Argent and Pete play keyboards and Andy Fairweather-Low contributed background vocals. 
An edited version of 'Who Are You' was released as a single in July, 1978. It reached #18 in the U.K. charts and #14 in the U.S. 
The film footage of the band apparently recording this song was filmed at Ramport Studios in June, 1978.


"[Pete Townshend: "'Who Are You' was written about meeting Steve Jones and Paul Cook of the Sex Pistols after an awful 13-hour encounter with Allan Klein who, in my personal opinion, is the awesome rock leech-godfather. In one sense the song is more about the demands of new friendship than blood-letting challenge. Roger's aggressive reading of my nihilistic lyric redirected its function by the simple act of singing "Who the fuck are you..." when I had written "Who, who, who are you..."Steve and Paul became real 'mates' of mine in the English sense. We socialized a few times. Got drunk (well, I did) and I have to say to their credit, for a couple of figure-head anarchists, they seemed sincerely concerned about my decaying condition at the time.

I still had the full-size barn studio that I built for mixing Quadrophenia and, while working on the demo for this track, nearly blew my own brains out developing the backing track for the song. The weird background guitar sound on this was created with a top-secret ARP 2600 patch I invented, but the sawing guitar sound at its heart was generated with an 'E-Bow.' Andy Fairweather-Low sang and Rod Argent played piano on this cut. But I can't remember them doing so at all. I can't remember playing that effortless acoustic in the break either -- can't do that any more. I don't much care. Do you? You do? Well who the fuck are you?"


The events described in the first verse of this song occurred during the last week of January 1977. "Who Are You" was released in the U.K. as a single ahead of the album July 14, 1978. It was edited down to 5'05 and reached #18. In the U.S., a completely different edit of 3'22 was used with "hell" in place of "fuck". It hit the charts on August 26, 1978 and went to #14 in Billboard and #9 in Cash Box. A radio edit of the song at 6'11, also with the above word substitution, appeared on U.S. promo copies of the album. The backing track was later used in Pete's quasi-revival of Lifehouse on his 1993 album Psychoderelict.

A hint of this song appeared during the "My Generation" jam at The Who's last paid-attendance concert with Keith Moon in Toronto October 21, 1976. The only time The Who performed a fairly complete live version with Keith on drums was during the filmed performance at Gaumont State Theatre, Kilburn December 15, 1977. The video showing Keith and the rest performing "Who Are You" in the studio was filmed July 1978. With the revival of The Who in 1979, "Who Are You" entered their standard live repertory. Live versions appear on the Who Rocks America video (1982), Who's Last (1982), the Who/Live featuring the rock opera 'Tommy' video(1989) and The Who & Special Guests Live at the Royal Albert Hall video (2000). There is also a live-in-studio version with Kenney Jones on drums on the 30 Years of Maximum R&B video. According to R. Rowley, the background sequence is Pete playing an overdriven electric guitar through a rather complicated synthesizer setup. Click here for more information.]




(Pete Townshend) © 1978 Towser Tunes, Inc. (adm. By Longitude Music, Co.) - BMI 
Recorded at Goring Studios in April, 1978. 
This is Pete's demo, featuring his piano, fretless bass, drums, and vocals for a song he brought to the sessions for Who Are You but which was deemed surplus to requirements. Previously unreleased. (The tape drop-out in the first verse is present on the analog master.)


(Pete Townshend) © 1978 Towser Tunes, Inc. (adm. By Longitude Music, Co.) - BMI 
Recorded at Ramport in April, 1978.
Originally titled 'Choirboy', this is a rough mix of a group version of a song that eventually became the title track on Pete's second solo album [Empty Glass]. It features John and Keith playing over one of Pete's demos. Note the acoustic guitar and Entwistle's rare bass harmonics in the introduction. 
Previously unreleased.

[This is the third song Pete wrote in 1977-1978 that has someone jumping off a ledge; cf. "Love Is Coming Down" and Rough Mix's "Street In The City." I guess we're lucky Pete made it through that period. "Keep On Working," also destined for the Empty Glass album was considered and rejected for Who Are You.]


(Pete Townshend) © 1978 Towser Tunes, Inc. (adm. By Longitude Music, Co.) - BMI 
Recorded at Ramport in April 1978. 
An alternate mix, with a more aggressive guitar track, by Glyn Johns and Jon Astley done in May, 1978 that was rejected in favour of the one that appeared on the album. Previously unreleased.

[This version differs from the above by having the guitar more fuzztoned and louder in the mix. Another version of "Guitar and Pen" with a guitar part and vocal mix different from either one here was on the 1992 Mobile Fidelity Sound Labs CD.]


(Pete Townshend) © 1978 Towser Tunes, Inc. (adm. By Longitude Music, Co.) - BMI 
Recorded at Ramport in April 1978. 
This version of the song features different piano and bass parts, and has only a guide vocal. 
Previously unreleased. 

(Pete Townshend) © 1978 Towser Tunes, Inc. (adm. By Longitude Music, Co.) - BMI 
Recorded at Ramport in April 1978. 
This version of the song features lyrics in the second verse which were different from the released version. After consideration, Pete re-wrote that verse. Previously unreleased.

Audiophile comments by White Fang are now located at WhiteFang's Who Site! You can read them by clicking here.

If you want to contact me about something on this page, click on my name. I want corrections! Brian Cady

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