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At the beginning of the '80s, David and Don Was weren't gathering bedfellows as strange as Ozzy Osborne and Mel Tormé -- as they would a few years later, seemingly inspired by the P-Funk All Stars as much as Battle of the Network Stars -- but the Oak Park, MI, natives were nonetheless generating collaborations as unlikely and successful as Brian Eno before them. (Partial roll call: MC5 guitarist Wayne Kramer, Mingus associate Marcus Belgrave, and future Eminem accomplice Luis Resto, along with regular vocalists Sweet Pea Atkinson and Sir Harry Bowens.) In fact, prior to crossing over into a realm of silliness not unfamiliar to Weird Al, the Was brothers and company made some of the baddest, strangest disco-funk imaginable. Key versions of two such cuts appeared on the original version of the first Was (Not Was) album, referred to as both Was (Not Was) and Out Come the Freaks. "Tell Me That I'm Dreaming" is big-band disco, blistering funk, and a spaghetti Western score at once, with call-and-response vocals that are as nonsensical as they are deeply biting. An address from then-President Ronald Reagan is sampled during the breakdown: "Can we who man the ship of state deny that it is somewhat out of control?" The "me" decade is uniquely summed up by vocalist Harry Bowens, who steps in to proclaim, "The man likes milk, now he owns a million cows." The other monster is "Out Come the Freaks," which carries another athletic groove and ridiculous, shared vocals between a host of people. Time hasn't been as kind to the remainder of the album, but the material remains enjoyable in a "throw it on the wall, see if it sticks" kind of way, dishing out passable funk and throwing in an exceptional radioplay throwback for the hell of it.

Andy Kellman

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David Was : Alto Sax, Piano, Vocals 
Don Was : Vocals, Bass, Moog Synthesizer, Vibes, Clavinet 
Marcus Belgrave : Trumpet, Flugelhorn
Luis Resto : Oberheim Obx & Arp synthesizeres , Accoustic Piano 
David McMurray : Soprano, Alto & Tenor, Sax
Larry Fratangelo : Percussion
Wayne Kramer : Guitar
Bruce Nazarian : Guitar 
Ricky Rouse : Guitar
Kevin Tschirhart : Percussion, Electronic Handclaps
Franklin K. Funklyn McCullers : Drums
Jerry Jones : Drums
Jervonny Collier : Bass 
Lamont Johnson : Bass
Irwin Krinsky : Piano 
Carl 'Butch' Small : Percussion, Rap Vocals
Armand Angeloni : Tenor Sax, Piccolo Flute
Mack Pitt : Mandolin
Mark Johnson : Moog Synthesizer
Raymond Johnson : Rhodes Electric Piano 
Sweet Pea Atkinson : Lead Vocals  on « Where Did Your Heart Go? », « It's An Attack »
Harry Bowens : Lead Vocals  on « Out Come The Freaks », « Tell Me That I'm Dreaming »
Marzanne McCants as the chick from Ecuador
Liz Weiss as the former scientist, now on wheels
Backing Vocals : Carol Hall, Carolyn Crawford, Kathy Kosins, Michelle Goulet, Sheila Horne
Johnny Allen : Strings  Arrangements on « Where Did Your Heart Go 


Produced in Detroit by Don Was, David Was & Jack Tann fot John Lewis productions •
Recording & mixing engineer : Don Was • Dance mixes : Ken Collier
Recorded at the Sound Suite January>March 1981
Executive producer Michael Zilkha

This Selection Selected and Produced by Michel Esteban
Original Sound Recording Made by ZE Records © 1981
Remastered by RV at Translab Paris, December 2003
This Reissue p & © 2009 ZE Records Mundo Ltda
Special Thanks to David & Don Was & Michael Zilkha


Original Artwork
Front Cover & Liner photography : Dirk Bakker • Airbrush : Terry Robeson
Typeset/Keyline : Bill Thomas • Art direction : Maverse PayersReissue Digipack & Booklet Art direction & Design by Michel Esteban
Photos (not photos) Pages 4,8 & 9 by Robert Matheu • Page 6 by Paul Natkin
Special Thanks to Robert Matheu, Paul Natkin & Brian J.Bowe


The year was 1980, and Detroit was getting ready to play host to thousands of Republican conventioneers who were holding their quadrennial shindig in the Motor City. In a breathtaking moment of silliness, someone decided to install brand-new awnings on the windows of the recently abandoned Statler Hotel, so as not to offend any of the visiting GOP functionaries with the depressing urban financial realities of the day. 

Meanwhile, the members of Detroit band Was (Not Was) were engaging in a bold musical experiment, splicing the genes of jazz, rock, R&B, and funk. With their futuristic grooves and intelligent (if twisted) lyrics, Was (Not Was) didn't hide the local decay behind fake awnings. It gathered its ethnically diverse ranks, dressed the decay up in some fine threads and took it out dancing.

The band's ringleaders were Don Was (Donald Fagenson) and David Was (David Weiss). These brothers (of the soul variety) were in a good position to point out the absurdities of American life in the early '80s. Hailing from the scrubbed inner-ring Detroit suburb of Oak Park, the pair met in eighth grade, appropriately enough when they were both waiting in the principal's office for discipline. The young friends cut their teeth listening to the homegrown sounds of Motown singles and the MC5. Add plenty of LSD and a healthy dose of the Firesign Theater to their natural mischievousness, mix well, and you've got a good idea of the part of the woodwork these freaks creaked out of.

Don spent some time as a journeyman jazz player around Detroit, while David moved to Los Angeles and worked as a jazz critic for the Herald Examiner.  But the pair kept in touch and eventually formed the band in a bid to go down in glory. Along the way, they assembled a crack team of musicians, including glorious frontman Sweet Pea Atkinson, a former Detroit auto worker whose rich vocal qualities recall Otis Redding or Sam Cooke. Also bringing soul to the ensemble was former O'Jays singer Sir Harry Bowens. The rock edge came from ex-MC5 guitarist Wayne Kramer, while the jazz tinge came from trumpeter Marcus Belgrave who performed for decades with the bands of Charles Mingus and Ray Charles.  Parliament/Funkadelic's flamboyant percussionist Larry Fratangelo brought the funk, and the group was rounded out by saxman David McMurray, guitarist Randy Jacobs, and pianist Luis Resto.

It would be hard to understand the self-titled debut album by Was (Not Was) apart from its political context-especially with Brother Wayne in tow. (As John Sinclair noted when talking about music and politics in the liner notes of the MC5's Kick Out the Jams, « There is no separation »). But the band steered clear of didactic rambling, instead choosing to work in character studies. There's motorcycle Michael who hasn't been the same since Vietnam. There's the chick from Ecuador who wants to talk about the moon. There's the father who hallucinates that the sky is ablaze with ladies' legs. All of them are interesting characters, if slightly askew.

It may have been 13 years after the rebellion that saw the Motor City burn when this record came out, but Ronald Reagan was soon to win the nomination and declare it « morning in America. » But if it was morning in America, it sure seemed pitch black in the Motor City. In fact, even Reagan acknowledged that not all was right. "Can we who man the ship of state deny it is somewhat out of control?" he asked in his State of the Union address on economic recovery in 1981. A sample of that assessment features prominently in the Was (Not Was) cut « Tell Me That I'm Dreaming, »

Another line from that same song seems to sum up the '80s gimmie gimmie gimmie culture. The song asks: « One man liked milk, now he owns a million cows. Can you imagine all that milk? »

Sure. But where do I get me a glass?

Now that we've got the context out of the way, we can talk about the music. This debut Was (Not Was) album is a glorious postmodern statement. The nuclear glow over suburbia on the front cover is an invitation to the party. All of the earmarks of later Was (Not Was) were there: the cast-of-thousands backing band, the razor blade smile lyrics, the burbling funk. It was that kind of metallic cool that only really plays in Detroit and Europe.

This set begins with « Out Come the Freaks, » an essential cut that comes off as a dance manifesto. Next up is « Where Did Your Heart Go, » a dark, sinister, steamy-manhole, sunglasses-at-night soundtrack to the rain-soaked streets of a blaxploitation thriller. On the aforementioned « Tell Me That I'm Dreaming, » Don Was crafts a bassline every bit as catchy and primal as « Flashlight » or « Good Times/Rapper's Delight » behind surreal lyrics. « Oh, Mr. Friction » closes out the first side of the vinyl.

The flip begins with « Carry Me Back to Old Morocco, » a soaring cut filled with mystery. « It's an Attack, » is a hard funk ode to paranoia, while « The Sky's Ablaze » is a noir radio thriller. Closing out the album is « Go…Now » is a powerful, fist-of-god stomp that showed a sense of hope alongside the postmodern angst. Kramer plays a blistering solo that dissolves into a wash of hard funk horns. Goosebump time!

Rounding out this release are some remixes and other hard-to-find tracks including three remixes of « Tell Me that I'm Dreaming » and two remixes of « Out Come the Freaks. » Among the notable songs are « Wheel Me Out » and « Hello operator...I mean dad...I mean police... I can't even remember who I am, » which comprised the first Was (Not Was) single on ZE Records. The band submitted a demo tape with a letter from the jazz critic of the LA Herald Examiner (who, you'll remember happened to be David Weiss). Also included is « Dance or Die » from Sweet Pea Atkinson's solo album « Don't Walk Away, » (which, inshallah, will be re-released in its entirety someday).

A few years after this record was first unleashed, the inventors of Detroit Techno began mining for butt-shakin' gold. But many of those aesthetic innovations were already present in the oeuvre of Was (Not Was)-the cool, metallic sheen; the futuristic settings; the strange voices, the infectious hooks.

Now, 23 years later, those tattered awnings still hang on the Statler, which is still empty and decaying. But this music is more durable. So enjoy, and if we're lucky and dance all night, maybe when we leave the club it really will be morning in America.

Brian J. Bowe, Editor in Chief CREEM Magazine : January, 2004.

Track List
  • 1
    Wheel Me Out - Long Version
  • 2
    Out Come The Freaks
  • 3
    Where Did Your Heart Go?
  • 4
    Tell Me That I'm Dreaming
  • 5
    Oh, Mr Friction
  • 6
    Carry Me Back To Old Morocco
  • 7
    It's An Attack!
  • 8
    The Sky's Ablaze
  • 9
    Go... Now!
  • 10
    Hello Operator - Short Version
  • 11
    Out Come The Freaks Again
  • 12
    Tell Me That I'm Dreaming - 12"
  • 13
    Out Come The Freaks - 12
  • 14
    (Return To The Valley Of) Out Come The Freaks
  • 15
    Christmas Time in Motor City
  • 16
    Out Come The Freaks - Dub Version