What Would You Say

Album: Under The Table And Dreaming (1994)
Charted: 22


  • This song is very profound, as Matthews examines our place in the universe...

    Just kidding. While it does contain bits of wisdom like "If you a doggie on a chain, don't bite the mailman," Matthews describes the lyrics as "nonsensical." So if you're looking for meaning in lines like, "The bear ate his head, thought it was a candy," you'll need to get creative.
  • While the lyrics are essentially a joke, the song is rather complex musically, with an array of instruments: acoustic guitar, harmonica, alto and tenor saxophones, flute, drums, bass and additional percussion.
  • Written entirely by Dave Matthews, this is one of the first songs the band started performing when they formed in 1991. Over the next few years, they built up a large following and refined many of their songs (including this one) through constant touring.

    In 1994 they signed to RCA Records and recorded their first album, Under The Table And Dreaming, with the superstar producer Steve Lillywhite, known for his work with Peter Gabriel and U2. DMB had built up an armada of songs to choose from, and Lillywhite pegged "What Would You Say" as the hit. He was right: The song was issued to American radio stations as a promotional single, and got lots of airplay on Top 40 stations looking for pure pop songs at a time when grunge and hip-hop were fracturing the format. RCA didn't make the single available for sale, which made it ineligible for the Hot 100 (it made #21 on the Airplay chart), but drove up album sales - Under The Table And Dreaming sold over 6 million copies in the US.
  • Dave Matthews Band built a loyal following in the early '90s through touring and bootlegging. By the time this song reached its airplay peak in June 1995, the band had strongholds in Virginia, North Carolina and South Carolina. With a hit on their hands with "What Would You Say," new fans appeared, many of whom were simply drawn to the song and didn't appreciate the band's culture or history. There was a pretty clear delineation around this time between the core followers and the casual fans, but DMB didn't change their approach and refused to give this song special treatment (it was played at many of their shows, but their setlists were constantly changing and sometimes it was left off). Many of these casual fans became loyal ones, and the band soon became one of the most consistently successful live acts in America.
  • Matthews says that when they recorded this song, they knew it was intended as the hit and approached the recording "very humorously."
  • John Popper of Blues Traveler played the harmonica on this track; one of the backing vocalists is Michael McDonald.
  • Dave Matthews Band performed on national TV for the first time when they played this song on February 24, 1995 on the Late Show with David Letterman. On April 15, they performed it when they appeared for the first time on Saturday Night Live; this performance later appeared on the compilation album Saturday Night Live: 25 Years Of Musical Performances, Vol. 1.
  • Matthews wanted to carry over the song's zany feel to the music video. He explained: "What we were kind of shooting at was the emphasis being on the emptiness, with lots of music."

    Veteran music video director David Hogan, who helmed Prince's "U Got the Look" and would return for DMB's "Ants Marching," directed the clip. He recalled in a Songfacts interview: "We met in a pub next to the place they were playing. It was just me and Dave. I don't know where it came from, but one of us said, 'How about an homage to '60s pop imagery.' Just the way the song sounded, it just conjured up those images of '60s pop." (Check out our full David Hogan interview.)


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