Fee Waybill of The Tubes

by Greg Prato

On writing Vixen's big hit, and how a San Francisco peep show inspired "She's A Beauty."

Back in the old days of the music biz, it was common for rock artists to take several years (and releases) to build a following before scoring their big commercial breakthrough. And this was precisely the case with the Tubes. The band - led by frontman Fee Waybill - had become a concert draw due to their extravagant, theatrical, and over-the-top stage show... but their record sales did not reflect their ticket sales.

After four studio albums on A&M from 1975-1979, the Tubes jumped ship to Capitol Records and enjoyed a commercial breakthrough with the albums The Completion Backward Principle (1981) and Outside Inside (1983), and the hit singles "Don't Want To Wait Anymore" and "She's A Beauty."

Waybill spoke to Songfacts in December 2019 just before The Tubes launched their mini-US tour where they perform The Completion Backward Principle in its entirety for the first time ever. Fee explained why the time was right to revisit the album 38 years after its initial release, and told the stories behind several Tubes hits.
Greg Prato (Songfacts): What made the band decide to perform The Completion Backward Principle in its entirety in 2019?

Fee Waybill: The last show we did was called "Mondo Pulp" - it was like a Quentin Tarantino tribute to Pulp Fiction, because we thought that was such a good movie and we did a bunch of songs from the movie. Before that, it was a Fellini show and the theme was sort of La Dolce Vita. We always do that - after about a year or so, we don't want to go back to the same venues and play the same show, so we get together, sit around, and talk. With the whole presidential thing coming up and the doublespeak we get at the White House, it kind of reminded us of that album.

Back in 1980, we found this record. It was a "sales pitch" record, and it was called The Completion Backward Principle. Gosh, it may have even been a 78 [78-RPM record. The standard before 45-RPM set a new standard in the '50s]. But there was a guy named Stanley Paterson, and he was a motivator. He would go to a big company, and he would do a speech in front of their sales force about how to imagine the completed sale before you sold it. This was the '50s, and back in the '50s, they were still going door-to-door - this is before Jeff Bezos and before Amazon. They were selling encyclopedias door-to-door, vacuum cleaners door-to-door, or floor brushes door-to-door. So, he would give this speech about how "imagination creates reality," and about how to imagine the completed sale before you ever walked up to the door. Then you would be so far ahead that you would have it all sold in your head. It was all kind of doublespeak.

And back then, that era for us, we had just gone to Capitol Records after four albums at A&M. The whole idea was, "You'd better reach a mass market here. Because we're tired of you being a cult band that doesn't sell a lot of records." We had a big live reputation, but not-so-great album sales, and when we went to Capitol, it was all about the business, and selling. Sell yourself, sell your album, sell your tour. We thought that was so appropriate: The Completion Backward Principle. We took it to heart, got a bunch of business suits, slicked our hair back, and the whole album concept was that concept: "imagination creates reality."

And it worked for us. The record was our first record at Capitol, and it did great - we sold a ton of records and we had two big hits with "Don't Want To Wait Anymore" and "Talk To Ya Later." It really kicked off our career at Capitol. And the next record [Outside Inside] had "She's A Beauty" and was even bigger. So, Prairie [Prince], the drummer, has an art studio that we have turned into a rehearsal room - underground San Francisco. We can play as loud as we want, and we're not bothering anybody. We went there, and we talked about the Orwellian kind of doublespeak we're getting out of the White House, with everybody trying to sell themselves and 25 different Democratic presidential candidates all trying to sell themselves. We just thought it was appropriate. We thought, This is a perfect time to bring it back. Let's go buy some grey suits and go back to doublespeak. That's what we did.

Actually, we had never performed an entire album in order. A lot of bands have done it, but we've never done it. But this time we said, "Let's do it. Let's start the show with 'Talk To Ya Later' and just go blast through the album in order."

We did a home video when we did this record at Capitol - an hour-long home video. And in the video, I do this kind of presidential-type speech - we call it "Tube Talk," and it's all 1984 doublespeak. So, I resurrected that, dug it back up, memorized it again. It just felt right. It felt appropriate for the times.

Songfacts: Was "Talk To Ya Later" inspired by a real experience?

Waybill: Not really. "Talk to Ya Later" was a song I wrote with David Foster - our producer - and Steve Lukather. It was the last song we did on the record. The record company wanted a big ballad. They wanted "Don't Want To Wait Anymore" because everybody was having big hits with power ballads. We thought, We really have got to have some kind of rock radio song on this record. And we didn't really have one. So, David suggested we bring in Steve - he had worked with Steve a lot, because he was a big session guy back in the day. All those guys from Toto did sessions like crazy, because they're so good and so fast.

We didn't have a lot of time. We had one day left, and we were running out of time. We said, "Let's get together early in the morning, and we'll try to put something together here at the last minute." So, we did. Luke [Steve Lukather] came up with that lick in like five minutes. It was ridiculous - he's so good and so fast. I don't usually write lyrics quickly. Usually, I get a tape. I write a lot with Richard Marx, and I've written a lot of lyrics for him over the years. He's so busy. Usually, he'll send me a track and I'll listen to it a thousand times. Is it happy? Is it sad? Is it about a girl? Is it about me? Is it about society? Is it a parody? Is it tragic? It kind of comes to me after I listen to it a whole bunch of times. I'll get an idea, like, "Oh, that's what this is," and a melody comes to me or a title or an opening line.

Fee's headshot from an earlier era (from his Facebook page)Fee's headshot from an earlier era (from his Facebook page)
Sometimes, I start with a chorus if I have a chorus line and I know what that is. I write a chorus, and then I can match the rest of the verses and the bridge to that idea. A lot of times, all I'll have is line one - just an opening line - and then I just let it write itself and try to stay "right brain" and follow the thread. So, this song, "Talk to Ya Later," we were working in the studio with Foster, and the engineer's name was Humberto Gatica.

Humberto is from Chile, and he's a really great engineer and a funny guy. David had worked with him for years and years. We didn't really know Humberto, and when we went into the studio with David, he was just totally up on all the latest stuff and the new equipment and the latest techniques. And Humberto was so good at it. He would come up with some new sound or new thing to do, and we'd go, "Wow, that's so cool!" and start asking questions. It drove him nuts. He just wanted to work - he didn't want to answer questions all day long. So, instead of saying "don't bother me" or "don't ask stupid questions," he was diplomatic, and he would say, "Talk to you later." He would say it over and over again.

So, when I was sitting there with Foz [David Foster] and Luke, trying to write this song, all I could think of was, "Talk to you later, talk to you later." And when we came up with the melody and the chorus, I just went, "This is 'Talk To Ya Later.' It's obvious - it's right there." I started writing, and this is a song that I started with the chorus.

"Talk To Ya Later" is a song about a chatty girl. Instead of a chatty band that never shuts up, it was a chatty girl that never shut up. That was the idea and the theme of the chorus. So, I wrote that first, and then I had to go backward... The Completion Backward Principle! I had to go backward from there and go to the first verse, and figure out, How am I going to work out this concept that I got in the chorus?

Songwriting, for me, that's the way it works. We were just talking about going to see the Elton John movie, Rocketman, the other day - my wife and I - and Bernie Taupin and Elton John are the only writing duo that I had ever heard of that did it backwards, where Bernie would write the lyrics, hand them to Elton, and say, "Put music to this." I never did it that way. I guess it doesn't matter the way you do it, as long as you get the song done.

Fee discussed the "Talk To Ya Later" video in one of my earlier books, MTV Ruled the World: The Early Years of Music Video:

"'Talk To Ya Later,' we did a video of the entire The Completion Backward Principle album - we filmed the entire album and made a home video. We didn't do individual videos - we made a home video product, which we did at Shepperton Studios in England, with Russell Mulcahy, who went on to do a number of movies. He was just a video director then. And our choreographer, Kenny Ortega, has gone on to be a very famous director - with High School Musical and the Michael Jackson DVD [This Is It] - he pretty much put that whole thing together with Russell. And it was great - we had a fabulous time. We worked hard. It was actually right at the same time they were filming the first Alien at the studio. It was so cool to go to the Alien set and see the monsters and the space ship - it was amazing. We did it right before we did a big tour, and we were there for about three weeks at the studio, working every day. Naturally, we had the facilities of a movie studio - we could make a lake, and we could do this, and we could do that. We had everything happening."
Songfacts: What was the lyrical inspiration for "She's A Beauty"

Waybill: "She's A Beauty" did actually come from a real experience. I lived in San Francisco, and there was a red-light district downtown. It was called the Tenderloin, and it was where there were seedy clubs, bars, prostitutes... it was the underbelly of San Francisco. I can't remember why I was there - I wasn't going to a massage parlor or anything. Maybe I was going downtown to Macy's or something like that. But in front of massage parlors and houses of prostitution, they used to have these little kiosks. Out in front of this one massage parlor there was a kiosk that was like a phone booth. It was enclosed, and the sign said, "PAY A DOLLAR, TALK TO A NAKED GIRL."

It was supposed to arouse you so you would go into the "happy ending" type of massage parlor. It had been there for years, and I'd never done anything like that before, but for some reason, I went up to it and put a dollar in the thing because I was curious. You put a dollar in, the wall slides down, and there is a girl in there who is scantily clad. She starts disrobing, at the same time talking about, "Hey baby, come on in. We'll take care of you." I was such a rube and so naïve. It was this gorgeous girl, and I'm going, "What are you doing this for? You're so gorgeous, why are you doing this? You could be a model." She completely ignored whatever I said and kept giving her speech, her spiel. "Yeah, come on honey, come in." Before she would actually take anything off, the thing would come down again, and it was, "Pay another dollar." So, I put in another dollar!

We were looking for new Tubes dancers because we had lost our dancers between the last album and this one, so I kept saying, "You can be a dancer in The Tubes. Can you dance? Can you sing?" And she just completely ignored me.

Actually, the lyric was, "You can talk to a naked girl" - it wasn't, "You can talk to a pretty girl." And when we went in to record it, David said, "No, you can't say 'naked.' This is going to be a single. They're going to play it on the radio. You have to change it." I went, "No! It was all about 'naked'! What are you talking about?" And he goes, "No, no. It's not going to work." So, I changed it to "you can talk to a pretty girl."

And "she's a beauty" is kind of a Canadian phrase. David's Canadian, and he would always say that: "She's a beauty, eh?" or "Beauty, eh?" Which meant "good." So that phrase - once again - came from the recording studio.

And here's what Fee had to say about the "She's A Beauty" video in MTV Ruled the World:

"They constantly censored us. We tried to do the 'She's A Beauty' video, they censored a whole bunch of stuff. We had a topless mermaid, and of course, that was right out - we had to change that, and a bunch of stuff. It was just a little too weird for MTV. We had a great big paper breast - a big screen with an air-brushed breast on it. And the guy in the ride for 'She's A Beauty' would go crashing through it. Well, that was too weird, and they had to kind of soft-focus that whole thing, so it looked like a big fuzzy ball. For bands like Duran Duran, that changed their whole career, and they spent a fortune on exotic videos and locations. And they wouldn't let us spend the money - at that point, Capitol Records was worried that we weren't selling enough records to outlay that kind of money."

"Originally, we were going to do the 'She's A Beauty' video as this kind of freak-show/side-show thing. Kind of à la Tod Browning's [1932 movie] Freaks - have like 'the chicken woman' and 'the sausage man' and 'the bearded lady.' Side-show freaks. That was too weird - way too weird. They said, 'Nah, forget about that.' Then we had to rethink it and came up with this idea of the kid on the ride. And that kid was Robert Arquette [who later became Alexis Arquette] - because Rosanna was a friend of ours. She was the girlfriend of one of the guys in Toto, and we were at the same management company."
Songfacts: Richard Marx told us you write really fast, and brilliantly. How did you and he come up with Vixen's "Edge Of A Broken Heart" lyric?

Waybill: We had been writing partners. When we were in the studio with David Foster, Richard was about 18 years old, and he lived in Chicago. His father was a jingle writer - Dick Marx. He was a jazz keyboard player, fairly well-known in the Chicago jazz scene, but he was a prolific jingle writer. He wrote the Doublemint gum jingle! When we were kids, we used to sing all of these. "My dog's better than your dog" - the Ken-L Ration commercial, he wrote that. So, Richard learned early about writing and he could play great.

Before Richard became a big superstar, we used to do Doublemint gum commercials - me, Richard, and his mom, Ruth. We would go in the studio with his dad, Dick, and sing Doublemint gum commercials. And we'd revise them - I don't know what it was for.

But Richard placed a song with Lionel Richie. He sent it in from Chicago - completely unknown - and Lionel loved it and decided to record it. [Note: Fee is close...it wasn't that Lionel covered a song from Richard, but rather, heard a demo tape of his, suggested he relocate to LA, and led to Richard singing on several of Lionel's songs, including the mega-hit "All Night Long (All Night)."] Richard said, "Can I come out to LA to watch you record it?" And he said, "Sure, no problem." So, he did.

Richard Marx in the studio with The Tubes (<a href="https://www.facebook.com/thetubes" target="_blank">facebook.com/thetubes</a>)Richard Marx in the studio with The Tubes (facebook.com/thetubes)
We all lived in San Francisco then, but we were in LA with David in a studio named the Lion Share. Richard asked Lionel if there was some way he could meet David Foster, and he said, "No problem." So, he called up Foz and said, "This young songwriter kid wants to meet you." David said, "Send him down to the studio." So, Richard showed up one day. We were in the studio, and the guitar player, Bill [Spooner], was doing a solo. He was having trouble and couldn't get it right. He was probably a little bit toasted from the night before, and was having trouble.

David was such a perfectionist. This was before computers when you couldn't fix anything so you had to play it right. You didn't have Auto-Tune, so you couldn't quantize the time - you couldn't do any of that. You had to make it perfect in real time. David was a total perfectionist and he was making Bill play this part over and over and over again. It was crazy. The first vocal I ever did for David Foster was "Amnesia," and it took me three days, singing four to six hours a day, again and again and again to get the track.

So, Richard was in the studio, and Bill turns around and sees some stranger sitting in the back of the studio. He's already embarrassed, because he can't quite get his part that day, and he says, "Who's this kid? Get this kid out of here!" He just went off on him. And all I did was defend him. I went, "Bill, come on! He's a friend of Foz!" I told him Lionel had sent him over, and he hadn't even said a single word yet. I said, "Don't worry - just go back and get your part right."

At the end of the session when we were leaving, Richard came up to me and said, "Thanks for sticking up for me - that was really cool. Would you consider writing a song with me?" And I went, "Sure, no problem. Send me a track. I'll write some lyrics for you." So, we became friends.

The first song we ever wrote was a song called "Who Loves You Baby," which was the tagline from Telly Savalas [as Kojak]. And then we wrote another song, and another song, and then I did a solo album in 1984 [Read My Lips], and we wrote a bunch of songs for it. He produced that record by Vixen, and they needed a single. [On Vixen's self-titled debut from 1989, Marx is listed as one of several producers, including David Cole, Rick Neigher, and Spencer Proffer.] It was one of those songs that again came with the chorus first, and Richard came up with the title. He said, "I have a title, 'I've Been Living On The Edge Of A Broken Heart,' and a melody. I need you to write it." So, we did. It's funny, because it did so well - it put them on the map. I don't know if it was a #1 song or not, but I keep getting licenses for it over and over again [the song peaked at #26, but was a big radio and MTV hit].

So, it was a big hit, and everybody was thrilled. A year later or something, we get ready to do the next album - their second album [1990's Rev It Up] - and Richard and I wrote another song for them. A really great song - I don't remember the name of it. But the girls went, "Oh no, we want to produce our own record. We'll write it and we'll produce it. We don't need you guys anymore." We just kind of went, "Oh, OK then. No problem." And that was the last you ever heard of Vixen.

But I've written a ton of songs with Richard on all of his records. They're always kind of weird - not the kind of ballads that he normally writes. I think the guy's a brilliant songwriter. Some of my favorite lines from songs come from Richard's songs. We just finished a record together that we had been doing for years and years. He's such a generous guy, and we finally finished it off, and we're right in the process of mastering now.

Songfacts: What's a lesser-known Tubes song you really like?

Waybill: Maybe "Attack Of The Fifty Foot Woman." I wrote the lyrics to it from an old B-movie from the '50s about a nuclear reaction that turns some woman into a giant monster.

It's a funny song. I get to play the boyfriend - the young kid who was stunned by the transformation. It's a really fun song to sing. A lot of people don't know it, even though it's on The Completion Backward Principle. It's the last song on Side A.

December 9, 2019
For Tubes tour dates, visit thetubes.com.

Further reading:
Fact or Fiction: Early MTV
Eddie Money and Ric Ocasek, in their own words
David Paich of Toto
Kevin Cronin of REO Speedwagon
Lou Gramm
Mike Score of A Flock Of Seagulls
Kasim Sulton of Utopia

More Songwriter Interviews

Comments: 2

  • Goldie(80's)lox from 2001 Cedar Hill Drive Spring Branch Tx78070"She's a beauty"- by the "Tubes" was my favorite song for quite sometime when it first debued! So many "One in a million" girls everywhere! Also, the absolutely loudest- clearest track that my pioneer stereo-speakers w / majestic eq could play! love that song and still think its awesome- tubes, thanks!!! love the mtv video- "but dont fall in love" right? rock on! g-lox
  • Shawn from MarylandSushi Girl is another great Tubes song. :)
see more comments

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