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The Untold Story Of Fiona Apple's Extraordinary Machine

The story of Fiona Apple's third album, Extraordinary Machine, is a convoluted one involving a meddling record label, a chasm of creative differences, and a leak on the Internet.

One of the most anticipated releases of 2003, the album didn't appear until 2005 when an unfinished version showed up on Kazaa, Limewire and other free music conduits. Long-delayed albums rarely satisfy, but when this one was officially released months after the leak, it felt fresh and progressive. Both the New York Times and Entertainment Weekly named it the best album of the year.

Often omitted from the narrative are the contributions of Brian Kehew, who is listed on the album as co-producer. Here, he explains how it happened.

Carl Wiser (Songfacts): Tell me about working on Extraordinary Machine.

Brian Kehew: My roommate was Jon Brion, who was the producer for her second record, and a musician on the first record. Fiona and I first met around the time of her first show here at the Troubadour, but we weren't friends yet. We got to be friends, she and I, over time.

I remember visiting while they were recording the second album, and my other roommate, Rich Costey, was engineering - John was producing. I went to visit, and Fiona was sitting in the lobby reading a book. I said, jokingly, "Aren't you going in there and bossing them around and telling them what to do?" And she said, "No, I just play piano and sing. Everything else I have to leave up to someone else."

And it's very true, that's the way she works. She's much more involved on this last record - very involved - but she generally felt that singing and playing piano were her role and the rest of it was up to a producer, musicians, engineers. It's not as if she didn't have opinions, but she felt that she didn't understand all the arranging and sonic sculpturing you can do with a song, so she left that up to people she chose very carefully to be the experts who could bring something good to the table, and that worked great on all her records.

I played a little bit of keyboards on the second album, but mostly we were just friends. Then Jon and she started working on the Extraordinary Machine project a few years after that, and I think what they were working on took upwards of a year and a half or two years. I would go to some sessions and hang out with them; they were here in Hollywood for a while and they went to Abbey Road in England - I went with them for a bit.

But something about those sessions just didn't gel. I think she would admit that she was too detached from it, less involved than she should have been or could have been. That wasn't apathy or anything, it was just the way things went. Jon was busy working, but trying to guess what she would like or trying to figure out what he could do with those tunes and those tracks. They were obviously great songs - she always has amazing material, but it can be taken in any direction. So Jon was trying all kinds of things: percussions, strings, and so forth. She was sometimes coming in a week or two later, saying, "Oh, I'm not crazy about that." And then he would have to redo it or move in another direction.

So there was no clear direction on this particular record where things should go, and towards the end of it I remember visiting and they were having issues in the mixing because they had three or four drummers on the track with different feels, and they were trying to match which overdubs would work. There was a lack of clarity between all of them on how to do it, and I think the label had heard it and said they weren't fond of it.

So Jon brought in a big mixer, Jack Joseph Puig, to mix the record. He had been very successful, and they thought, "Wow, great. He can take this artsy hodgepodge of music, which we don't hear as commercial, and he can mix it because he mixes all these pop radio hits."

It didn't really work. It was still an artsy record. It was still experimental as well as pop. It was beautiful and gorgeous, but at that point it was into the label, and they still didn't like it. They didn't like those finished mixes.

Jon was done with the project. He had spent years on it and had other things waiting for him in the wings and he couldn't work on it any more. Couldn't, certainly, start from scratch or do anything like that. At one point they thought Jack Joseph Puig would take over as producer and rework the record. He was going to bring in a guy named Mike Elizondo to do some demos to simplify the songs, which he did, but then the label told Fiona, "We have to give you a budget per song and we have to listen to it and approve it as you're working on it." And she just said, "Forget it. I don't want to work with someone looking over my shoulder. It's not an artistic way to work and it's not how I do things with someone else second guessing and doling out a little bit of money for one song and then once that's okay, they'll allow a little bit more for another. It's not a creative way to work on a record."

So she just went home and stayed home. However, what's interesting, and you may have heard the controversy about the leaked album, what leaked out to the public is definitely not the record that Jon Brion made with her. It's some versions of it, or maybe rough mixes, but I've heard the finished thing and that's not it. Some of those things that leaked out are actually modified, not even stuff Jon did. Somebody added parts to those things at home - a fan did it or something. So a lot of those things are not what the label heard and what Fiona and Jon had in it. So that's a very strange thing and we've never really talked about it. But I do know for a fact that what leaked out is not the record that Jon Brion was intending. I would love for his version to get heard someday, but it's not that different, nor is it the same. You know, people are judging on what it was supposed to be.

But with the leakage of that supposed album, people were demanding: "We need to hear this great record that the label has shut down." But I know for a fact that not only the label, but Fiona and Jon were not happy with it, and she said as much.

Then there were people trying to generate a campaign to get the album released, which is kind of funny, because Fiona didn't want it out, nor did Jon. They wanted it better, but there was no way to easily work on that.

She and I were just friends hanging out, walking and talking and doing stuff together, and eventually one night I said, "Maybe we could finish your record." And she said, "But there's no budget and there's no opportunity to do that." She was used to big studios, she was used to lots of money, and she was used to all these session musicians and things that cost a lot. I said, "Well, we can do it cheaply. I work a lot with people that don't have a budget, and you can make a great record with very simple parts. We could maybe use some of the things you've done before. Some of it is great, but we'll have to talk to Jon and let's do it without the label knowing so we can just do what we want, and then maybe give them something that would be commercial. It wouldn't have to be sappy or too poppy, but it could be something that they could understand, because I do like commercial records."

And then I went to go talk to Jon and said, "May we have your permission to finish up this record?" And he said, "Yeah, I would love it. It would be great if we could do something with those tracks."

We didn't use many of the originals. There were two that made it on the record, which are full orchestral recordings [the title track and "Waltz (Better Than Fine)"], and those certainly were how she enjoyed them and wanted them to put out. But we started all over.

At one point I called Mike Elizondo, who had done demos with Jack Joseph Puig of simple versions of the songs. Fiona liked the simplicity, but she didn't like the demos, and she said, "I didn't want to go in that direction, but maybe we could work in that direction." I called Mike and said, "Let's just work together on this, we'll do a 50/50 split of the work and the costs. You and I will pay for it up front if we need to. We can work in your home studio or my studio, and we can do this just quietly on the sly and bring in friends and people who will play on it, and we'll pay them later, or we'll pay them out of pocket. If the label won't give us money, you and I will assume the costs. And if we make money, and if they end up paying us on it, we'll split it 50/50."

So we started working that way and we did the record in about a month. We did not every piece, but quite a few from the ground up where we were working from Mike's demos, which saved us some time. And then replaced tracks, because they were either too stiff or not what she wanted as far as sound quality. We got finished with it very quickly.

It was very different, because she'd had a lot of time and a lot of budget to do things before, but we couldn't allow ourselves that. In some ways the economy of it brought out what she likes, which is sometimes a very simple version of a song - not a lot of parts. She and I would call it primary colors; just a very simple keyboard part, simple guitar overdub, maybe a string part or two.

It was more how her first album was done, and we had fun doing it. It was a very quick session and we made her work very hard. We said, "You've got to sing this song today whether you feel like it or not. Let's get it done." So we did that very quickly.
Most of Brian's work these days involves digging through outtakes to create remastered and expanded editions of worthy albums like Fleetwood Mac's Rumours and Van Morrison's Moondance. He is also an electronic music pioneer (his robot-themed duo The Moog Cookbook preceded Daft Punk) with a long list of credits as an engineer and producer. In 2006, the definitive book he wrote with Kevin Ryan, Recording The Beatles: The Studio Equipment and Techniques Used to Create Their Classic Albums, was published.

My only regret with the album is at the end there was a fight over credit, and the other producer wanted more credit and eventually kicked me out as it came time for mixing. The sad part is he was off to another project, so there was no producer there when it was mixed. so a lot of the parts we'd done are not out in the mix or not audible. Specifically, there's a song called "Red Red Red" that had beautiful string bass parts we'd added to it, but they're not even in the mix.

And then I'd written a guitar solo in two parts that answer each other for a song called "Better Version of Me." I recorded it as a quick demo, because the last thing to do on the record was the solo for the song. We spent a last day with Fiona and Mike and I in the studio, and I said, "Here's the two melodies, but what I want to do is break them out into, like, 60 different instruments, and each instrument will play one or two notes of the solo, and then we'll jump to another one. So it'll be this real hodgepodge of two melodies played by a flute, then strings, then triangle, then synth, then bass, then guitar, then oboe, and that will complete melody number one. And then we'll do different instruments on melody number two. Might be one note, might be three or four notes in a row. And then we jump to another instrument." It was just a creative idea to make what sounded like two guitars, maybe like Brian May, playing two melodies against each other. We had this whole elaborate full day of overdubbing parts to make these solos come out, and somehow in the mixing, since I wasn't there, it ended up sounding like two guitars mostly playing against each other, and all these beautiful layers of weird instruments on top of each other, I can't really hear them. They're almost inaudible. So sadly, no one was minding the store when it was mixed and they missed out on some things on the record.

Songfacts: So when you were talking about getting the material and adding new stuff, that wasn't the mixing process, that was still the production process.

Brian: Yeah. We went to record from drum tracks on up. We'd have piano played to a click track and Fiona was just going to lay down her piano, or bring in a drummer and have the drummer work with her piano. And then we would add bass to it or we'd have two or three people play together to get a basic track, and then add overdubs for a very modern, traditional, pop rock recording.

The one exception was a new song she'd just written and said, "I want to play it for you guys." And I said, "Why don't we just set up mikes and record it, so we'll have at least a version of it. Whether we decide to build it up and how we're going to record it, at least there'll be a good recording of you singing and playing it." And it was this song called "Parting Gift." She played it once and we recorded it and then we all said, "That's it. The song's done. No more need for Take 2." And it is on the record that way.

I'm most fond of two songs on the first two albums. The first one is called "Never Is A Promise," which she actually did as a demo before she had a record deal - that's the version you hear on the record with some strings added. But I like it, because it's very simple piano and vocal. And on the second album there's a song called "I Know," which is just piano and vocal with a simple bass and drums and parts behind it. But it's mostly a piano/vocal song without arrangement, and I thought we needed that because she is essentially a piano/vocal artist, and the other records were very produced up - they had band arrangements, they had orchestral stuff. We needed something in contrast to show the true quality of what she can do without all this stuff, and "Parting Gift" is that really beautiful, simple, nice song, and it just didn't need anything. So we set up to do a simple recording of the demo of it, and we didn't even need a second take.

Songfacts: Are you aware of the meanings behind the songs as you are working on them?

Brian: It's interesting. I'm more of a music person than a lyrics person. But in the case of Fiona, I actually got more interested in that. I think she never reveals openly everything about a song, but she has meanings and sometimes explains to people what it means. There is a song called "Get Him Back" on the record, which is a compilation of thoughts about different people. So verse one may be one person, verse two may be another person, or two people split between the idea. She's not afraid to work with that.

But I don't know clearly the meanings behind everything. She told me that "Oh, Sailor" is a song about being cast aside - that's the whole concept of it. She was telling me that the lyric "By the boards" was something she had written where if something was thrown overboard, it was going by the boards as it washed past the ship.

Or she'd find a word like "Rubicon," meaning going from one point to another and there's no turning back - you really passed an apex of something and it's a notable spot. She wanted to work that word into a song ["Better Version Of Me"].

So she would find in her reading interesting words or phrases and then find a way to incorporate that into some meanings she already had for a song.

Songfacts: I ask you that, because when you talk to certain artists and certain session musicians, they have different takes on whether or not you need to be into the feeling of the song. Some artists get very frustrated if the musicians are just going to play their charts and don't take the time to understand what a song is about. With Fiona, her songs are very emotional, so when you said she sits out in the lobby while the songs were being made, it's hard for me to imagine, because I would think you would need to be at least a little bit in her head as you're working on her stuff.
One thing that was easy about the album was its cover. To avoid a photo shoot, Fiona took a picture of an Agapanthus shortly before bloom.


Brian: It is interesting, because as you mentioned, it's very emotional music. It's 99 percent what she feels, and sometimes she doesn't write because she doesn't feel anything specific or need to put it down. But the concept of being detached from the music and being in the lobby reading a book is not apathy at all. In other words, it's trust. It's rare, to say, "I do not need to micromanage this project. I trust that you're the right producer, the right drummer, the right bass player to put good parts on."

She'll have opinions and say, "Oh, I don't like that, can we redo it?" But generally she trusts people, which is a very rare thing, especially for a solo artist, to say, "I like what you do, I want you to work on this record, and I'll let you go to it."

I think the world could use more of that, where we don't micromanage everything and someone can take care of the record cover and someone else can do the mastering. The whole world could be better if we could share and trust in other people's talents to take over and make things better.

What's interesting, though, is you mentioned something about the emotionality of it. I've never seen this before, but there were times when we would record two vocals for a song and say, "Let's do it again, let's do another vocal," and then try to do a third one. She'd say, "I don't know if I can sing this anymore, I'm too sad," because she doesn't sing a song without fully feeling what it means. She's not a person that sits there with a lyric sheet and says, "Here's verse two." She's written it with special lyrics and controlled writing, but oftentimes when she sings a song on stage or even in the studio, she is feeling it at that moment. It's a true feeling.

It's a very powerful and unique thing that I've witnessed; when she sings heavy songs, she does mean it at that moment, even when she's on stage doing old songs. She gets into that feeling.

And for her, it's very natural. That's the only way to be. Whereas I'm sure even Tom Petty or Bob Dylan don't necessarily feel the lyrics like what they meant in 1969 or '78, but she feels it. No matter when she wrote it, she feels it at the moment. She does not pretend and perform a song. It's very interesting. And that's just, to her, the way that's natural. But it's very draining and it is emotional. It's a whole different experience with her than with other artists from what I've seen.

January 16, 2014
In the other part of this interview, Brian explains his work finding outtakes for album reissues.

    About the Author:

    Carl WiserCarl was a disc jockey in Hartford, Connecticut when he founded Songfacts as a way to tell the stories behind the songs. You can also find him on Rock's Backpages.More from Carl Wiser
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Comments: 6

No offense, but THE UNTOLD STORY OF FIONA APPLE'S EXTRAORDINARY MACHINE seems way pretentious as a title for this transcription typed up from an apparently cordial one-on-one chat with a lone player from a complicated process that by the dude's own account involved dozens of participants over several years.

Regardless of the shady headline, tho, this rich convoluted tale, as presented here free of any fetters of factual documentation or potential contradictions by other observers or even a single shred of proof this guy did anything he claims, could personify a whole blossoming genre of jourrnalism called LAZY AS ALL f--k, as in too lazy to even seek out one single goddam corroborating quote from Ms Apple ... or any other source anywhere, period.

Props for decent typing and good spelling. Shame the text lacks any writing to go with it or any reference points to help me accept it as credible.

Still, great friggin music in all its incarnations - if you ain't heard the album, for f--ks sakes, quit reading about it and LISTEN. "Oh Well" and the title track and "Better Version" and "Get Him Back" ... just wow.
Juggzy Farthingham from The Beach
Thanks for giving us the lowdown. Was nice to read about Brian telling his side of the story without getting bitter at all. Nice aside too: that part about the album cover. Always thought it was a pea. LolLanc from Manila
Great read, as a Fiona fan! Hopefully one day we will here Jon's intended versions!Sam from Paris
Great album.David from New York City
SO grateful for this insider's look into the story of E.M.! I'm 22 now and have been a Fiona fan since I was 12 (around the time E.M. came out), and I've always wondered what the truth about the whole fiasco was. Thank you!!Andrew E from Knoxville
Thank you for sharing your insight on this project. Its a rare look into the artistic process that is the recording and production world for a true artist.Roy Zartman from Fullerton
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