Wilson and lyricist Tony Asher penned the song for The Beach Boys' groundbreaking album Pet Sounds (1966). Just like the album's closing track, "Caroline, No," Wilson performed the piece as a solo number without the rest of the group; it's only his double-tracked vocal accompanied by The Wrecking Crew that you hear on the recording.
Compositionally, it's an otherworldly hybrid of vocal jazz, doo-wop, and classical music. There are glimmers of groups like The Four Freshmen and The Platters in Wilson's vocal treatment, along with rhythmic and melodic nods to J.S. Bach's arrangement of Italian composer Alessandro Marcello's achingly beautiful "Concerto for Oboe & Strings in D Minor."
Production-wise, Wilson was taking cues from Phil Spector's Wall of Sound. Touches like having Carole Kaye's electric bass and Lyle Ritz's upright bass doubling the throbbing bassline, which mimics a beating heart as Wilson pleads Listen to my heart beat, are right out of Spector's hit-making playbook. But Wilson even takes Spector's techniques a step further, demonstrating that he truly understood how to arrange music on a level that bridges pop and classical conventions. For example, having the vocals drop out and strings swell after he beckons us to Listen, listen, listen is like something Verdi or Puccini would do for dramatic effect in an opera. As you listen, it hits you that you're literally hearing the love in Wilson's heart, translated into melody. That section chokes me up sometimes if I'm not careful.
Amazingly, there are bits of the recording that Wilson opted to leave on the cutting room floor. Specifically, he recorded—by himself—an intricate set of a cappella vocal harmonies for the song (ostensibly as a roadmap to show the session musicians the kind of sound and feel he was driving for) that he never included in the final edit. You can hear his chill-inducing, 8-part harmony vocals here.
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