Fables of the Deconstructions: Carl Marsh reworks R.E.M. songs with Mike Mills, David Mallamud, and SLSO

R.E.M. Mike Mills

From left, Scott Litt, Mike Mills, and Carl Marsh (Photo courtesy of Carl Marsh)




Carl Marsh’s path to seeing his deconstructions of five R.E.M. songs performed by the St. Louis Symphony Orchestra at the Stifel Theatre on Friday, April 5 began in his hometown of Memphis, Tennessee. Someone he knew was arranging a 1950s-themed party in the early 1970s, and they had a small budget—a beer budget—for a band. The drummer, Jody Stephens, got Marsh on the gig playing saxophone. “I remember I greased my hair back,” Marsh said in a recent interview, “and I think I sang a little bit.”

Marsh was neither a sax player nor a singer primarily. He started out wanting to play saxophone, but he pursued bassoon primarily when his father was told that a talented student had a good chance of securing a music scholarship if they specialized in an obscure instrument like bassoon. His father, who gave his son his own name, Prentice Carl Marsh, grew up on a farm in eastern Arkansas and would spend forty-four years managing reader relations for a newspaper in Memphis. Prentice Carl Marsh had a passion for classical music, which he listened to with his family on the radio; all three Marsh children started piano lessons at age five.

The bassoon did land Marsh a full-tuition scholarship at Memphis State University, which is now University of Memphis. By the time he played that gig with Jody Stephens, a future rock & roll legend, Marsh had upgraded his instrument to a bassoon previously owned by a bassoonist in the Cincinnati Symphony Orchestra. Marsh would come to play that bassoon in the Memphis Symphony Orchestra. By then, through emulating Terry Kirkman, who played thirty-something instruments with the 1960s band The Association, Marsh had learned to play so many instruments that no one instrument would do. So, he started orchestrating and arranging compositions—building out tunes with layers of strings and woodwinds. “I knew basically the inner workings of a lot of instruments,” Marsh said. “So, taking the next step to becoming an orchestrator was just pretty natural.”

One day, Marsh was working in Ardent Studios in Memphis arranging for Steve Cropper, the renowned guitarist with Booker T. & the M.G.’s, songwriter, producer, and Marsh’s biggest client at the time. Cropper recorded at Ardent Studios so much with Marsh that they both kept offices there. Taking a break from one Cropper session in Ardent Studio B (for John Prine, Common Sense), Marsh was mingling in the atrium canteen, as one does, when he bumped into his old buddy Jody Stephens. Stephens had Ardent Studio B booked with his disintegrating rock band, Big Star. Stephens mostly backed leader Alex Chilton on drums and harmony vocals, but Stephens had written a song for the session, and he wanted Marsh to put strings on it. “And, so, we did,” Marsh said, “and that song ended up being ‘For You,’” a timeless, soaring rock song with strings.

The gorgeous strings on the drummer’s song awakened the leader’s competitive instinct. “Jody wanted strings on his song,” Marsh said, “so, Alex wanted strings on one of his songs.” The first Chilton demo that Marsh played over and over on cassette, figuring out melodies on his Wurlitzer electric piano, was working-titled “People to See.” Marsh recently laid his hands on some of his original Big Star string charts, and that one was still labeled with that working title. It would become “Nightime,” rock & roll’s greatest expression of nocturnal desolation.

Superlatives are unavoidable when describing Big Star’s Third (1975). The first edition of the record opened with what has to be the greatest rock song ever recorded with violins, titled “Stroke It Noel” after the Memphis Symphony Orchestra violinist Noel Gilbert, whom Marsh hired to play his lead. Marsh himself stepped out of his customary place in the shadows on the Chilton ballad “Blue Moon” to play (admittedly, it is not the most robust category) rock & roll’s single most beautiful bassoon part.

Marsh’s work with Big Star landed him both of his R.E.M. gigs. Before R.E.M. co-founder Mike Mills recruited Marsh for the show that SLSO will perform at the Stifel, producer Scott Litt pitched Marsh to the band as a supporting musician for their fifth record, Document. The band recorded Document in 1987 at Sound Emporium Studios in Nashville, where Marsh had relocated, looking for a livable industry town so he didn’t have to travel so much for work. Marsh had traveled often to New York to arrange strings on rhythm & blues sessions at the Power Station, where Litt worked as an engineer. Now in the producer’s chair in Nashville, Litt wanted to take advantage of having Marsh across town—with his Fairlight, another instrument he had learned to play.

The Fairlight was something of a Dodo among early synthesizers—there then, gone now. Marsh would go on to burnish a string of sizzling ZZ Top records (Recycler through Antenna) with his Fairlight, and Litt knew it would help R.E.M. find the harder rock sound they were striving for. By all accounts, R.E.M. knew the power of “no.” They remained impassive as Litt recited a litany of major acts Marsh had orchestrated and accompanied. The Temptations. Shrug. Willie Nelson. Yeah. José Feliciano. Uh huh. Art Garfunkel. Really? Then Litt got to a mostly unknown Memphis rock band Marsh had added at the end of the list as an afterthought: Big Star. “The band just all in unison said, ‘Dude: You’re hired,’” Marsh remembered.

Carl Marsh ran back into Mike Mills of R.E.M. on what could be considered the Big Star comeback circuit, if only Big Star had really been present the first time around. “You can’t really talk about their resurgence—this was really their surge,” Marsh said of the Big Star revival spearheaded by R.E.M. and others in the last years of Chilton’s life that built momentum after his death, with Jody Stephens often reprising his original roles on drums and vocals in live performances.

Chris Stamey, co-founder of the dB’s, and others had the inspired idea to perform all of Big Star’s Third—very much including Carl Marsh’s winds and strings—live, which came to fruition near the end of 2010, the year Chilton died. By then Marsh, the de facto conductor of the chamber orchestra he had assembled at Ardent for the Big Star’s Third sessions, was a bona fide, seasoned conductor. He conducted his scores for a few Big Star’s Third revival concerts where Mills played bass in the band. They sized up one another from across the concert stage. “I truly began to appreciate his arrangements, hearing them live,” Mills said of Marsh in a recent interview.

A few years later, Mills called Marsh with a commission. He invited him to “deconstruct” a handful of R.E.M. songs and make new orchestral compositions out of their elements. Mills was in the process of revising a symphony program anchored by a concerto he had written on commission from Robert McDuffie, the concert violinist and a former fellow chorister with Mills in a Macon, Georgia church. Mills told Marsh he did not want trite symphonic embellishments of R.E.M. melodies—he wanted new music for orchestra with R.E.M. songs encoded somewhere within them. “He’s such a creative guy,” Marsh said of Mills. “He gave me so much room to be creative. He said, ‘Just do what you want to do and surprise me.’ That was wonderful.”

Mills assigned Marsh five R.E.M. songs: “Pilgrimage” from Murmur (1983), “Cayuhoga” from Lifes Rich Pageant (1986), “Near Wild Heaven” from Out of Time (1991), and “Try Not To Breathe” and “Everybody Hurts” from Automatic for the People (1992). “A mix of hits and things I like,” Mills said. It skirts spoiler territory to share Marsh’s deconstructive strategies before hearing the new arrangements in concert. On April 5, guest conductor Ward Stare will strike up SLSO to open the program with Marsh’s deconstruction of “Near Wild Heaven,” which departs from a rhythm in the song’s backing vocals. (“Near Wild Heaven” has a rare Mills lead vocal, so frontman Michael Stipe and drummer Bill Berry, not Mills, sing the part that Marsh seized upon.) For “Everybody Hurts,” R.E.M.’s most popular song, Marsh found he could not avoid playing around with “the ubiquitous triplets” in the dominant piano line.

Mills rounded out the first half of the program by assigning another set of R.E.M. songs to David Mallamud, one of the busiest and most successful composers and arrangers in the business. Mallamud deconstructed “Fall on Me” from Lifes Rich Pageant (1986), “Its the End of the World as We Know It (and I Feel Fine)” and “The One I Love” from Document (1987), “Find the River” and “Man on the Moon” from Automatic for the People (1992), and “Supernatural Superserious” from Accelerate (2008). Whereas Marsh wrote five new pieces of music, Mallamud made one long suite from his six deconstructions.

The program will conclude with Mills’ Concerto for Violin, Rock Band and Orchestra, orchestrated by Mallamud, with Robert McDuffie, who commissioned the piece, as violin soloist. Like Marsh, Mills grew up listening to classical music in the house with his father. Mills said his father also sang dramatic tenor and gave his son an early taste for the stage; at nine, Mills played a street urchin in a production of Aida in Atlanta. On his concerto, the composer plays bass, his home instrument, as well as piano and guitar, his primary writing instruments. He is backed in his band by Atlanta-based Gerry Hansen on drums and John Neff and William Tonks from Mills’ home base of Athens, Georgia on guitars. These three guys all have played with, approximately, everybody in rock music. Tonks, a musician friend of mine for thirty years, deserves a close look as an artist in his own name and in the cumbersomely named but wonderful Workhorses Of The Entertainment/Recreational Industry.

Mills said he was looking forward to hearing his work performed by the mighty SLSO and revisiting St. Louis, a city he remembers fondly from R.E.M. tours. He looks forward to reconnecting with a local friend, Rick Wood, who booked another Mills band, The Baseball Project, into his house concert series and tries to entice Mills, a sports nut, to join him in his season ticket bleacher seats for a Cardinals game. The Cardinals play their 2024 home opener the day before the Stifel concert, but it is a day game and Mills’ band should be in rehearsal with the orchestra when the redbirds play ball. On the other hand, it is exciting to think how near the theater is to the ballpark—it is well within walking distance and not far from earshot of the crowd.

“I’m totally psyched to play with the St. Louis Symphony,” Mills said. “I’m totally psyched to get there and have fun.”


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