Songfacts®:

• In this song, lead singer Fee Waybill plays the role of a carnival barker touting his latest attraction: a beautiful girl who will even talk to you. For a dollar, you can see her for yourself, just don't fall in love.
• San Francisco wasn't always an overpriced tech metropolis: in the '80s, it had a sleazy side that inspired this song. In a Songfacts interview with Fee Waybill, he explained: "'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."
• This is by far the biggest hit for The Tubes, propelled by a high-quality video that got lots of airplay on MTV, which launched just two years earlier. The Tubes started at A&M Records in 1975, where they created some rather intriguing conceptual albums (including Remote Control in 1979, with a theme of television-induced idiocy) that never met sales expectations. When A&M dropped them in 1981, Capitol welcomed them with open arms. The label teamed them with producer David Foster, who helped them craft the hit ballad "Don't Want To Wait Anymore" and brought in Steve Lukather of Toto for "Talk To Ya Later," their first song to make an impact on MTV.
  
  For their second Capitol album, Outside Inside, Foster and Lukather teamed with Fee Waybill to write "She's A Beauty." Lukather, who played guitar on the track, is a good guy to have on your team. He did session work for a number of artists and often came up with distinctive sections, but was rarely credited as a songwriter.
• The original lyric was, "You can talk to a naked girl," but when it became clear the song was going to be a single, producer David Foster insisted they change it to pretty girl so radio stations would play it. Fee Waybill protested, but Foster, the sensible hitmaker, won that battle.
• In Canada, you'll often hear variations of the phrase "she's a beauty" to indicate approval. David Foster, a native of British Columbia, bandied that phrase about during the sessions, which is how it got in Fee Waybill's head when he came up with the title.
• The video is themed after a carnival sideshow and darkride. Lead singer Fee Waybill is our man in the candy-striped jacket and straw hat, inviting us to "step right up and don't be shy, because you will not believe your eyes." The ride delivers, with giant lips, a mermaid, and acrobats. The original concept was based on the 1932 movie Freaks, about circus sideshow performers (American Horror Story lifted that idea for their 2014 season: Freak Show). That proved too outlandish, so they went with the carnival ride theme. Inspired by the Duran Duran video for "Girls On Film," The Tubes wanted the mermaid topless, but that was a no-go. They did slip in some breast imagery though: check out the drum set. Also, a one point the ride crashes though a paper boob.
  
  The video was directed by none other than Kenny Ortega, extending his first career as choreographer for The Tubes' live stage shows. Ortega went on to direct the Disney High School Musical movies, which is no comfort to Billy Squier, who took a big hit to his image when the Ortega-directed video for "Rock Me Tonite" hit MTV.
• The hype man Fee Waybill plays in this song is a throwback to the '70s Tubes concerts where he would act the part of an excitable game show host or egomaniacal rock star. Before their budgets dried up, the band put on very elaborate stage shows. Al Kooper, who produced their first album, said: "For me, it was one of the best, most hilarious live shows I have ever seen and unique at that. There were costumes and set changes, and incredible between-song patter. No matter what your ticket cost, ya got your money's worth."
• The kid on the ride in the video is Alexis Arquette, who was 12 years old at the time and known as Robert Arquette. She later appeared in the movie The Wedding Singer as George, a Boy George impersonator who sings "Do You Really Want To Hurt Me?"
  
  Arquette ended up in the video because of the group's Toto connection: his sister Rosanna, namesake of the 1982 Toto hit, was dating Steve Porcaro of Toto, the bandmate of "She's A Beauty" co-writer Steve Lukather. Rosanna Arquette was also friends with the guys in The Tubes.
• This was used in "Heart of Darkness," the second episode of Miami Vice. "Missing You" by John Waite was also used in that episode, which aired September 28, 1984.
• Bill Champlin, who worked with David Foster in the band Chicago, contributed vocals to this track. Champlin tells us he sang "just the quiet stuff in the verses."