A recently discovered tape, briefly released by Morrison on iTunes, may be a rock & roll Rosetta stone, serving as the link between Van the sorta-pop star and Van the Man superstar. Richie Unterberger talks to some of those who helped shape that inimitable sound.

The band chugs out a blues so basic you can hardly call it a song. It’s more a one-chord vamp for the singer to interject lyrics over, though they’re not so much lyrics as thoughts darting in and out of his vision. It’s August 1968, but while psychedelic rock’s still at its height, the trio’s almost defiantly un-electric, backing the singer’s acoustic guitar chop with jazzy standup bass and flute.

Except this is a song, and not just any singer. It’s Van Morrison, performing the B-side of the very first single he sang, back in 1964 with Them. But “One Two Brown Eyes” no longer sounds like a mesmerizing hybrid of bossa nova, Ray Charles, and primal British R&B. Instead it’s a combination of folk, jazz, blues, rock, and improvisational-flavored poetry. Where Them’s version was over and done in two minutes and forty seconds, this live performance keeps the groove going for a good eight and a half minutes. Lyrics often give way to stream-of-consciousness soundbites, hums, yelps, grunts, and scats.

Words from the original single are still sung. But even as a huge Them fan, it took me a minute or two to realize it was “One Two Brown Eyes” when I first heard this live tape a few weeks ago. And you can now hear this 68-minute recording of “the Van Morrison Controversy,” as the trio were billed, though it might take a little digging.

For the tape—long rumored, and finally heard and described in Ryan Walsh’s Astral Weeks book early this year—was mysteriously released on iTunes UK on November 7. Just as mysteriously, it vanished the next day. It was withdrawn from sale so quickly that suspicions were immediately fueled it was nothing more than a gambit to ensure Morrison had the copyright before it could fall into public domain.

The tape was recorded in late August at the Catacombs club in Boston [at 1120 Boyston Street], as far as Walsh can reckon. His excellent book also covers the Boston rock scene and counterculture in 1968, though Morrison’s work during that year is the main thread. For most of that year, Van made Boston his base, though the transition from “Brown Eyed Girl” to Astral Weeks was not so much a straight line as a jigsaw puzzle historians are still piecing together.

Whatever Morrison’s motivations for putting it on iTunes, the tape is far more important for its actual contents than whatever game it plays in his long-term financial strategy. Fans like myself have often wondered how Van got from “Brown Eyed Girl” to Astral Weeks in a year and a half. As imperfect as this somewhat lo-fi recording is, it’s something of a step between Van the sorta-pop star and Van the Man, even if it’s much closer to Astral Weeks than the somewhat compromised (if often quite interesting) pop-rock he recorded with producer Bert Berns for Bang Records in 1967.

From Bang to Boston

To fully appreciate how much Morrison’s music changed during this period—and, to some extent, how much it changed when he cut Astral Weeks in early fall 1968, and then changed again as he moved toward Moondance—you have to go back to the year before the album was even recorded. Legendary producer Bert Berns, who’d handled some of Them’s best sides (including “Here Comes the Night”), brought Van to New York from Belfast to start working with him in early 1967. By the summer, “Brown Eyed Girl” was a Top Ten hit.

Live footage of Them on British TV circa 1965:

Berns was not just his producer, but also his manager, as Morrison confirmed in a brief taped phone conversation with Larry White (who’d promoted a Them show in the Bay Area in 1966) around the time he played San Francisco’s Avalon Ballroom on October 20, 1967. So fast had his success taken off Stateside that he told White he planned to stay in the US “indefinitely.” Such was the more informal milieu of rock stardom in those days that after he asked Larry if it was possible to rent or borrow a car, local AM radio station KYA broadcast his request. A fan in the East Bay suburbs offered use of her 1953 Ford station wagon, though it’s not clear if Morrison took her up on it.

The notoriously mercurial singer had never been fully satisfied with the sides he did with Berns for Bang Records in New York, feeling pressured to get commercial at the expense of his artistic development. But Van’s life was thrown into near-total disarray with the death of the producer on December 30, 1967. For all his faults, Berns had helped make Morrison’s solo career possible by bringing him to New York and Bang in the first place. Now Morrison was in a foreign country without the support he needed to even continue his recording career, let alone maintain his just-found solo stardom.

It seems inconceivable that a figure as talented as Morrison—who’d already produced a large body of magnificent British Invasion R&B/rock as the singer and songwriter in Them—would find his recording career in limbo just months after “Brown Eyed Girl” hit the Top Ten. Yet in early 1968, he wasn’t just gasping for musical survival, but for survival, period. He’d left New York for Cambridge, Massachusetts, unwilling to ride out his stormy deal with Bang. No new records were on the horizon, and there wasn’t a great deal of high-paying live work to be had.

But he’d just married, and had to provide for his new bride, Janet Planet, and his new young stepson. You get the feeling his drive to write and sing was so strong that he would have found a way to make music no matter what his circumstances. So he formed a band—ending up, actually, as a series of bands—with musicians in the area. One of the first to hook up with him was Tom Kielbania, who plays bass on the Catacombs tape.

Then a student at Boston’s Berklee School of Music, Kielbania had no idea who Van Morrison was. Kielbania was a jazz fan and didn’t listen to the radio. But while he was playing in Berklee’s practice room, drummer Louie Peterson “knocked on the door and says, ‘Hey, I know somebody that needs a bass player. He’s pretty good. It looks like he’s gonna really go on and do something. You want to come in, you want to audition?’ And I said, ‘Sure.’” Despite his lack of rock experience, Tom ended up performing with Morrison for more than a year, though unfortunately he never appeared on Van’s studio releases.

“When I first played with him, it was a drummer from Berklee, and it was a guitar player [who] did some of the Monkees sessions,” according to Kielbania. [The guitarist, Rick Philp—who’d been in a decent New Jersey garage-pop group, the Myddle Class, who put out a few mid-‘60s singles—is not credited on any Monkees records, though according to the Astral Weeks book, he had been on some Monkees demos.] “He was really, really good. The music was very rock and roll-sounding.” They were playing “all the tunes from Them and the album he put out, Blowin’ Your Mind!, with Bang Records.” But some events as unexpected as Kielbania’s recruitment would set Van’s music on a different course.

Van Morrison bassist Tom Kielbania

Van Morrison bassist Tom Kielbania

“With this same group of people, we played on WGBH educational TV in Boston,” Tom continues. “A sax player sat in from Berklee, Charlie Mariano, who was a teacher at school. He was very popular, [an] internationally known jazz sax player. For some reason, the drummer must have asked him if he wanted to play. I don’t think the guitar player would have known him, and Van didn’t know him. We were playing all the rock and roll stuff, just like we were rehearsing. But he was blowing jazz in the background.

“After that, I noticed Van’s music started to change. He was writing songs that really didn’t sound like rock and roll songs, like ‘Cyprus Avenue.’ They were more like songs than ‘rock and roll’ songs. They could have been anything.”

Van’s band fluctuated over the next few months as “after we played that TV show, the guitar player went with Carole King [who’d co-produced some Myddle Class material with her first husband, Gerry Goffin]. I think the drummer did too. So here it was, just Van and me.” In keeping with the almost whimsical manner in which new guys came and went, their next guitarist joined when someone (Tom thinks it might have been Morrison’s manager of the time) “called a music store or something, and they got John Sheldon’s telephone number. He was only sixteen.” Another Berklee student, Joey Bebo, came in on drums.

“We started playing at the Catacombs, and played there quite a bit,” says Kielbania. “We were doing probably half Astral Weeks stuff and half rock and roll stuff. We were still doing ‘Brown Eyed Girl’ and all that, but it was a little different. It wasn’t exactly like the record”—as the version of “Brown Eyed Girl” on the August tape verifies, though by that time, the lineup would have changed yet again.

Into the Catacombs

Around the time Van landed a deal at Warner Brothers, a couple guys dropped out. Bebo opted to focus on his studies at Berklee; Sheldon couldn’t commit to full-time membership, as he was still in high school. “In the meantime, I had bumped into John Payne and asked him to audition,” remembers Kielbania. So the flute player “auditioned at the Catacombs. He sat in with Joey Bebo, John Sheldon, and I. That weekend, maybe the weekend after that, was the only time the five of us ever played together. Then it wound up just being John Payne and I playing with Van.”

Not only was Payne also from a jazz background; like Kielbania, he knew nothing of Van Morrison before he joined, or almost nothing. He knew “Brown Eyed Girl,” he acknowledges today, “‘cause I used to eat hamburgers at a place in Harvard Square for lunch called Hazen’s, and somebody used to put it on the jukebox all the time. I liked the song. But I didn’t know it was Van Morrison.


I noticed Van’s music started to change. He was writing songs that really didn’t sound like rock and roll songs, like ‘Cyprus Avenue.’ They were more like songs than ‘rock and roll’ songs. They could have been anything.


“It wasn’t until he played it at the Catacombs the first night I was there where I realized he wasn’t covering someone else’s single. He was the guy. ‘Cause you couldn’t mistake the way he phrased it, when he sang it. I might have heard ‘Gloria’ at some point, but I don’t know if it had been Them’s version or what. So other than ‘Brown Eyed Girl’ and possibly having heard Them at some point, that’s the only history I had with hearing Van Morrison before.”

Teaming up with jazz players with little or no knowledge of rock wasn’t exactly the textbook way for a major singer-songwriter to go about forming a band. Then again, by this time Van Morrison wasn’t exactly singing rock, at least in the conventional electric sense. Even before Payne joined, the group had gone acoustic, even as acts on their circuit were playing louder than ever through bigger amps than ever.

In Walsh’s Astral Weeks book, Sheldon remembers Morrison telling the others at rehearsal one day that he’d dreamed there were no more electric instruments. But there’s a more prosaic and, perhaps, more likely reason for the shift: Kielbania’s bass amp broke down at one of their first Catacombs gigs. “Luckily, I lived a block and a half away from where we were playing,” he recalls. “So I ran into my apartment and got my acoustic bass. I don’t think I ever played [electric] bass guitar after that anymore at the Catacombs. I think Van liked it, and just kept doing it.

“I’d never played rock. So I had no feeling for playing rock. I didn’t have that rock and roll bass thing in my head. So my lines were always a little lighter. Joey Bebo, he kind of played a little bit on the jazz side too. He didn’t play that heavy backbeat kind of rock and roll stuff. It kind of changed the music.”

The new setup also seemed to suit Van’s newer material. “When we were playing electric, we were trying to copy as close we could to the records,” Kielbania explains. “But once we got into the Catacombs and started doing the Astral Weeks stuff, he didn’t seem to care. Like the way ‘Brown Eyed Girl’ is on [the Catacombs tape], it’s a little different. Of course, it’s gonna sound different without that familiar bass part that goes with [the record]. So the feeling’s a little different. It’s not as tight bubblegum rock and roll-type beat.”

Elaborates Payne, “The fact that both Tom and I had a jazz background influenced things we did. The fact that there was no drummer made Tom very active rhythmically, in a way the bass player is not always. And it was quite improvisatory. It was very loose. Nothing was planned, and we just did it.

“We were just messing around with a total spirit of freedom. No one was telling me what to do, so I was trying this, I was trying that, I was trying the other. I think [Van] occasionally would say something to Tom about an idea for a bass line or something.

“But I have no memory of him ever telling me what to play or not to play, or when to come in or not to come in. We would rehearse sometimes in the back room of the manager’s office. When we’d be playing live, Van would start playing. I’d listen to him for a while, I’d get an idea of how the tune went, and then I would come in. I’d just make up stuff that seemed right. I never knew the names of any of the songs we were playing. When we played ‘Moondance,’ that was very catchy, and that one I remembered.”


Teaming up with jazz players with little or no knowledge of rock wasn’t exactly the textbook way for a major singer-songwriter to go about forming a band. Then again, by this time Van Morrison wasn’t exactly singing rock, at least in the conventional electric sense.


Concurs Kielbania, “He never told anybody what to play or anything. That was something we talked about when we were rehearsing. He’d come up with these new songs, we’d all play, and everything was always okay with him. He wasn’t like, ‘Oh, you gotta play this note here, and you’re gonna play this chord here, and I want this.’ It’s whatever happened. Kind of like playing jazz. When you play jazz, everybody just plays. You play what you feel.”

Payne: “Tom had been playing with Van for a long time, spent a lot of time hanging out at his house, working bass lines up while Van was writing songs. There was no rehearsal or anything like that with me. I just showed up and was playing what felt like a good idea at the time. Tom and Van might have talked about various things, but there was no communication at all between me, Tom, and Van during the whole Catacombs performance. We’d get up, they’d start playing something, I’d figure out what to play with it, and just wing it.”

The Catacombs Tape

Until last month, this phase of Morrison’s evolution—stripped down to a trio of acoustic guitar (played by Van), acoustic bass, and flute—had been heard only by the few fortunate enough to see him in person at the time. Catching wind of a rumor that Morrison buddy Peter Wolf (who’d join the J. Geils Band that year) had taped one of the Catacombs shows, Ryan Walsh spent much of his time researching the Astral Weeks book in pursuit of a copy. He did finally get to hear it just in time to describe it in his volume. So did, for the first time in the half century or so since it was recorded, Kielbania and Payne. And now, the rest of the world can hear it too, at least if you know someone who knows someone who got it off iTunes UK.

Lasting an hour and eight minutes (about fifteen minutes longer than the version Walsh was able to hear), the tape’s a bit underwhelming if you’re expecting something like an unplugged version of the Astral Weeks album. First, just three of the nine songs would be included on that LP (though another would be recorded at the album’s sessions as an outtake). Second, it’s not a soundboard or standard release-quality recording. Morrison’s vocals are a bit tinny and hollow—you’ll have a hard time making out some of the lyrics if you’re not familiar with the studio versions—and the balance between the instruments isn’t ideal.


Van would start playing. I’d listen to him for a while, I’d get an idea of how the tune went, and then I would come in. I’d just make up stuff that seemed right. I never knew the names of any of the songs we were playing. When we played ‘Moondance,’ that was very catchy, and that one I remembered.


Also, it’s simply skeletal in comparison to the studio counterparts, whether from Astral Weeks or elsewhere. The arrangements employed for Morrison’s official albums did much to enhance and bring out the best in the compositions. There’s some sameness to the live renditions that makes this less varied than his studio LPs, and also less stimulating of a listening experience, rather in the way Tim Buckley’s numerous posthumously released solo acoustic performances aren’t as sparkly as his studio work.

And while the length of some of these takes is a tribute to the live improvisational looseness the group could embrace onstage, they’re not as tight as the studio versions. Indeed, they sometimes meander. If you thought “T.B. Sheets” was outrageously long for a 1967 recording when it clocked in at nearly nine minutes on Blowin’ Your Mind, the Catacombs run-through is yet more challenging, lasting nearly fifteen minutes (spread over two parts).

All this noted, the historical importance of this find is immense, with enough musical strength to make it more than a purely academic listen. It’s not just unlike anything Morrison did before or since, at least as far as what you can hear on official releases. It’s unlike anything going on in rock or popular music in the summer of 1968, and not much like anything else by anyone.

The first surprise comes with the opening cut, “Sit Down Funny Face.” Why it goes by this title is another mystery, since it’s very close to the song that would emerge with a somewhat more lilting, Latin-inflected feel as “Virgo Clowns” on Van’s His Band and the Street Choir album a couple years later. Morrison was so prolific, however, that he was already writing and performing numerous songs that wouldn’t fit on Astral Weeks, or even his third solo album, 1970’s Moondance. “He wrote ‘Domino’ and ‘Moondance’ at the same time he was writing all the Astral Weeks stuff,” says Kielbania. And ‘Wild Night.’”

A fairly straightforward “Cyprus Avenue” (if a minute and a half longer than the Astral Weeks track) follows, Van quickening the tempo a bit in the last section, where he stretches out a few phrases with constant repetitions. Then he gives the audience his sole solo hit to that point, “Brown Eyed Girl,” as more of a gutsy folk song than the (quite brilliant) Latin-pop of the Berns-produced hit single, setting a stomping beat during Payne’s flute solo. “It’s amazing what ‘Brown Eyed Girl’ sounds like on that tape,” said Walsh. “Because that’s a song so beaten by continuous airplay, it’s hard to hear as fresh. To me, it kind of sounds fresh on that recording. In that style, it almost wouldn’t be out of place on Astral Weeks. It does show the strength of those songs, that they can withstand drastic different arrangements.”


It’s not just unlike anything Morrison did before or since, at least as far as what you can hear on official releases. It’s unlike anything going on in rock or popular music in the summer of 1968, and not much like anything else by anyone.


“He Ain’t Give You None” was one of the stronger selections on Blowin’ Your Mind, with a light rock backing graced by bluesy electric guitar licks and spectral organ. The Catacombs version is expectedly different, and not just because it’s two and a half minutes longer. It’s more of a serious, reflective piece here. Whether or not it’s more in line with what Morrison wanted to do with the songs, it illustrates how much he could alter his Bang catalog (slim as it was) with his new lineup.

“He told me one of the reasons he had the big fallout with Bang Records wasn’t just that he didn’t make any money,” notes Kielbania. “That they put him up in a place where he was spending more money than they were making. But when it came time to get the money, there wasn’t any. He owed them money. That was part of the reason.

“The other part of the reason was, he didn’t want to release the album Blowin’ Your Mind. He just wanted to release the single. And he wanted to work on all those other songs and develop ‘em more before he released them as singles. He wasn’t done with ‘em. They took ‘em all and threw ‘em on the album without his permission, and he was really upset about that. Probably even back then, he thought a lot about his stuff and worked on it for a long time before he released it. He didn’t get a chance to do it with all the other songs on that Blowin’ Your Mind album.” But he did get a chance to do so, in a fashion, at the Catacombs, as we hear on this tape.

“One Two Brown Eyes” is, if not a highlight of this set, certainly one of the most unexpected revelations. “Probably the only thing similar would be the words he was singing,” guesses Payne, correctly, when I tell him how almost unrecognizably different it is from the 1964 Them recording (which John still hasn’t heard). “And that was just in the lyrics, right? So you’re playing one chord – it’s just a vamp going on, and he’s just coming up with these words.

“And he’s probably phrasing them entirely differently than he did four years before, because he never wrote down the notes of his melodies. As far as I know, the book that Janet kept was just lyrics. Weren’t even chord symbols in it. He would just remember the rest. He’s being pretty loose. I don’t know how much there is an established melody in that or not.” There is a different melody in Them’s version, but one you don’t hear much of here. Lyrics disappear in a languid final instrumental section forefronting Morrison’s own bluesy guitar runs.

It’s back to Astral Weeks previews for “Beside You,” one of the tape’s more tightly structured, lyric-focused items. Morrison had certainly written this by December 1967, when he recorded an early version for Bang, though it didn’t come out until the 1973 archival LP T.B. Sheets.  It’s a source of special pride for Payne, but not for his own contributions. The lines Kielbania “played on ‘Beside You’ are great,” he exclaims. “Just tremendous, moving lines.”

In comparison, “T.B. Sheets” is a marathon. Presented, a little confusingly, in two “parts” – one an apparent complete ten-minute performance, the other a three-and-a-half-minute excerpt, both parts ending with audience applause — it’s spruced up by instrumental breaks both brisk and improvisational. “I talked to him about that,” says Kielbania of this wrenching Morrison opus. “He told me it was about a girl he knew in high school, and he went to see her. She was dying of tuberculosis, and all she wanted to do was listen to the radio. She didn’t seem to be too interested in him, and I think that it really bothered him. I think that’s what the song is about, I’m pretty sure.”

“Train Train” might be the song Van-heads are most eager to hear, as it’s the only one he’s never released elsewhere. The twelve-minute blues testifies to his love for John Lee Hooker, whom he’d long admired, delivering a luminous cover of Hooker’s “Don’t Look Back” on Them’s first album. In common with many a Hooker classic, it boasts a foot-stomping beat and minimal melody, coming off as kind of a cross between “Mystery Train” and Hooker classics like “Six White Horses” and “I’m in the Mood.” And it too is presented in two parts sans explanation, the first cutting off after three minutes, the second lasting nearly nine.

“On ‘Trains [sic],’ I would double Tom on the bass,” says Payne. “It’s not because anyone asked me to. I think I did the same for the vamp on ‘One Two Brown Eyes.’” Was it harder to add flute to “Train Train,” as it’s titled on this release, than the other material, given its straight blues format? “It was easier,” he responds. “It was all one chord. ‘One Two Brown Eyes’ was all an A7 chord, and ‘Trains’ was all an E minor chord. So I never changed chord or changed key. It’s just a good bluesy vamp. So you could just break loose any way you wanted.

“The two on the Catacombs tape, I played kind of similarly. Sometimes I was restrained or mirroring the bass player’s line. Sometimes I was just playing a couple of notes here and there. Other times, I was going wild. Sometimes I was humming into the flute. And both of them, at the end, I played what’s called whistle tones, which by breathing very softly, you can get just these tiny little notes.”

Those bluesy guitar licks on “Train Train,” by the way, are tossed off by Morrison himself. “I’d forgotten that he’d done that,” confesses Payne. “That he was that good a guitar player. If he felt like [it], he could get bluesy and loose. I don’t know if he’s ever recorded stuff like that again, where he just lets himself loose on guitar.”

As dissimilar as it is to both the other Catacombs tunes and the Astral Weeks album, Morrison did record a version at the sessions for the LP. “It sticks out,” observes Walsh, who’s heard the studio outtake. “You can see why they didn’t put it on the record. The outtake is cool, it’s those [session] players on that song, and it’s interesting. But it does not sound like the rest of the songs. But yes, it sounds like John Lee Hooker. Hooker, Peter Wolf, and Van hung out that summer for sure at the Tea Party,” then Boston’s premier rock venue.

Ending the Catacombs tape is “Madame George,” which though featured on Astral Weeks had been written by November 1967, when Morrison recorded it for Bang (a version eventually issued, like the Bang take of “Beside You,” on T.B. Sheets). It could have been fortunate those early Bang versions didn’t see the light of day at the time. Artists were sometimes prohibited from re-recording songs they’d previously cut for other labels, even if those companies hadn’t released them.

The path was clear for Morrison not only to redo them for Astral Weeks, but also refine them if he wished. The Catacombs version could have been a step in that direction. It’s far more serious in tone than the soul-pop Bang arrangement, which has an inappropriately lighthearted, almost party atmosphere. Unfortunately, the tape cuts off before the song is finished, even if there probably wasn’t much it missed.

In Walsh’s estimation, “The tape is the long missing link between ‘Brown Eyed Girl’ and what you hear on Astral Weeks.” Besides the happenstances leading to the jazzy acoustic trio, he speculates there might have been “some conscious thought of Van wanting to rebel against ‘Brown Eyed Girl,’ which he was maybe bitter about because it was a hit, and he saw zero money from it. I think he enjoys being a contrarian at times. So to make music that sounds very different from what the zeitgeist was at the time maybe appealed to him as well.

“It sounds like Astral Weeks without the strings or vibes. It does sound a lot like an acoustic Astral Weeks. I hear it as a stopgap towards that sound. Those bass lines Tom are playing are very similar to what Richard Davis plays on the recordings, and the same for John Payne’s flute parts. They’re working it out, but it’s starting to be there. Tom has always said that he showed Richard Davis some of his Boston bass lines in the studio, and Richard Davis didn’t recall that. But I feel the tapes do show that.”

Morrison himself unexpectedly acknowledged the link between the Catacombs tape and Astral Weeks in a BBC Radio 6 interview that aired in December 2018. “The Astral Weeks stuff was written and rewritten over a period of probably three years,” Van told Cerys Matthews. “So there’s all different versions of the lyrics over a three-year period. I actually recorded some of it in a club before I did that recording [Astral Weeks]. And that’s been on iTunes. So if you hear that, you’ll see like I was doing that before I even went in the studio with Richard Davis and these guys. So that’s how they knew what the concept was.”

The Astral Weeks Sessions

As much of a change as there was from the “Brown Eyed Girl” hit to the Catacombs tape, there was quite a bit more change on the way when Morrison entered New York’s Century Sound Studios to start work on Astral Weeks the following month. It was a bittersweet experience for Kielbania, as he didn’t play on the album, though he attended the sessions as a paid consultant of sorts to help communicate arrangements to the musicians. That was the plan for Payne, too, though he ended up playing on the record, almost by accident.

“There really weren’t arrangements,” says Payne when asked to comment on the difference between the Catacombs tape and the settings on Astral Weeks, where Van was backed by guitarist Jay Berliner, top jazz bassist Richard Davis, vibraphonist Warren Smith, Jr., and (on the tracks that used drums) Connie Kay, drummer in the Modern Jazz Quartet. But it was a marked change from the Catacombs trio, he allows, “because the instrumentation was different, in a recording studio where you could get better quality sound. I’m pretty sure some of those guys had played together a number of times, too, with each other. So they were somewhat familiar with each other.”


The tape is the long missing link between ‘Brown Eyed Girl’ and what you hear on Astral Weeks.


He finds the LP’s sound “a matter of the taste and the proclivities of the musicians who were there, as opposed to any real spoken arrangement, other than Tom showing Richard Davis bass lines, which I know he did at least a couple of times. I can’t remember whether Richard used them or not, but I know he showed them to him. So that was just a bunch of guys just doing what they felt like playing, and going with it pretty much. They would just kind of jam on it, and after a couple minutes say, okay, let’s make a take. And most of them were only one take.”

“It was just a big jam,” confirms Kielbania. “Nobody sat down with music or anything. Van just played the songs, and everybody followed him, just like when I used to rehearse with him in Cambridge. He didn’t tell anybody ‘oh, you gotta play this.’ I showed Richard Davis the bass lines on a few songs so he could get the feeling of what I was doing, rather than going in another direction. So more or less, he kind of stayed with that. Other than that, everybody just jammed.”

That led to some accidents that might not have taken place had Kielbania been on bass. When Morrison, Payne, and Kielbania played live, points out Payne, “Tom would keep his eyes glued to Van’s hands to make sure not to change a chord. So [when] he saw him go to a different chord, he could react in time.” With Payne sidelined at the sessions, that didn’t happen. “In some cases they had chord charts in front of them, I know that. Sometimes Van would vary from that. So occasionally on Astral Weeks, you’ll hear Richard Davis hit a couple wrong notes. ‘Cause the chart says you’re supposed to go to this chord, but Van did something different. In the studio Van was in an isolation booth, so Richard Davis couldn’t see his hands to be tipped off that a different chord might be coming.”

When Kielbania listens to Astral Weeks, he remarks without rancor, “I hear all kinds of mistakes. I mean, actual clunkers. Because there’s so much going on, and unless you know the songs, the changes aren’t in the right places. Van changes, but the bass player didn’t change. So he plays a couple of notes from the chord before he changes over to the right chord.

“When Van played, he would change words and add things while we were playing, and you’d never know when he was gonna go to the next chord.” Echoing Payne’s memory of their live dynamic, Tom “used to watch his hands. When I saw that he was ready to move his hands, then I knew he was going to the next chord. I knew what it was gonna be. But I wouldn’t know he was gonna go there unless I could see him starting to move his hand, or go to the next chord, ‘cause it was that fast.”

Asked how the record might have been different had both Kielbania and Payne played on the sessions, John muses, “I think if Tom had had Richard Davis’s bass, which is a great-sounding bass, and played, the sessions would have been just as good. They just would have been somewhat different. We’ll never know how different. I don’t know how Tom would have played with other rhythm section players, other than just Van on guitar. When he played live, he was in a lot of cases busier than Richard Davis is, and Richard Davis on the album played less notes. But that was more appropriate, ‘cause there’s more people in the rhythm section.

“Tom was a great bass player. He could have done that session. But Richard Davis was a very famous bass player, [who] Tom had admired. He wasn’t gonna try and say he could have played on it. But he could have. And I wish that someone had thought to let him play on a couple tracks.”

Astral Weeks producer Lew Merenstein and his business partner Bob Schwaid did have the Catacombs sound in mind when the album was cut, according to Kielbania. “They came down one night to the Catacombs, I believe, and they listened to that sound. So they tried to reproduce it, and make it more appealing to a wider audience by having better musicians and adding some instrumentation to it. Even though they really got fantastic musicians to do that, I think it could have been better. It was done so fast”—in just three sessions on September 25, October 1, and October 15, to be precise.

Yet had they simply used the trio Morrison was fronting on stage, Tom believes, “I don’t think it would have really sold. Because people weren’t into that kind of music back then. They weren’t into acoustic bass.” And there was a practical reason for employing sessions musicians as well, as Tom thinks that had the record been built around him, Payne, and Morrison, “it would have probably taken three times as long to record all of that. Because I’d never recorded professionally in a studio like that before. That’s why they didn’t want to take a chance.”

But they did take a chance on John Payne, due more to actual chance than anything else. “The flute player didn’t show up one day,” is how Kielbania remembers it. “He had to leave early. That’s why he played. They gave him a chance.” Payne knows luck played a part in granting him the opportunity, as “the flute player was a no-name.” Davis wasn’t, so Kielbania “was in a different position.”

Adds Payne, “Because of the ethereal nature of Astral Weeks—and it’s sort of otherworldly in some ways—the flute gives you a more heavenly sound. A lighter sound, a more serene sound than the usual saxophones or electric guitars or such. He was going for that. [Them, incidentally, occasionally had flute on their recordings with Morrison, most notably on Them Again’s “Hey Girl,” which has the serene quality Payne cites.] Even the guitar player in the studio, Jay, was playing acoustic guitar.”

John got to play another instrument on Astral Weeks, with more of the on-the-fly ingenuity that seemed to bless the sessions. “When I did ‘Slim Slow Slider’ on Astral Weeks, it might have been the first time I played soprano sax with Van,” he says. “I just brought it to the session. When they started playing ‘Slim Slow Slider,’ it just seemed like it would work. So I just picked it up and played that instead of flute without asking anybody, and they liked it.”

Stories like these make the sessions seem as improvised as the music. You won’t find that mindset endorsed in any how-to-make-it-in-the-music-business manuals, but Payne thinks “one of the reasons the album was so good was that it was a bunch of people thrown in a new situation. All those studio guys had never played with Van. They all were big studio guys. In fact, the guitar player had just played for Noxzema and Pringle’s potato chips. That’s what his two gigs were that day when he came in the first night. So now he gets a chance to open up and just jam. No one’s restricting him after all these restrictions that these other sessions would have. It must have been liberating.”

The guitarist used his liberties to make one particularly creative contribution. “I remember Jay Berliner on ‘Beside You’ saying, ‘I have an idea for the opening line on this.’ He played it, and everyone loved it, so they used that. That opening line isn’t jazzy or bluesy, but sort of classical. But filled with emotion, and it works great in my opinion.”

John sees some similarities with the groundwork Miles Davis laid for Kind of Blue. “I think it’s the same situation. Miles brought guys in to play some types of chord changes that were unusual. None of ‘em had ever played ‘em before. They just walked in the studio and all those takes were the first time they tried playing that way. So you get that moment of discovery, something happening for the first time. The same thing would be true of Stan Getz and the Getz/Gilberto stuff, when he first started the bossa nova thing. That first recording is just incredible, ‘cause it’s bringing together two things that have similarities, two different kinds of music, and them melding together and discovering each other, for like the first time.

“I think that’s what happened on Astral Weeks. When I first got to play with the guys in the studio, it just felt wonderful. And when I first played at the Catacombs with Van, it felt wonderful too. It just felt like freeing, because no one was telling me what to do.”

The Astral Weeks overdubs

More musicians would be added to the mix, however, before Astral Weeks was put to bed. Orchestral arrangements for violin, as well as some horns and harpsichord, by Larry Fallon (who’d also handled these for Nico’s 1967 debut Chelsea Girl) were overdubbed. Payne, who like Kielbania was at the overdub sessions, thinks “the strings on Astral Weeks are brilliant. On ‘Young Lovers Do’ he’s got the horn section playing these background lines, and a great trombone solo. ‘Young Lovers Do’ is just a jazz tune, basically. It’s not even jazz-rock or whatever you’d call it. He has the violins going in 4/4 while the horn section and everyone else is going 6/8 on each other, and it’s just wild. And then Van ‘do-do’-ing away on it, it was just powerful.


One of the reasons the album was so good was that it was a bunch of people thrown in a new situation. All those studio guys had never played with Van. They all were big studio guys. In fact, the guitar player had just played for Noxzema and Pringle’s potato chips. That’s what his two gigs were that day when he came in the first night. So now he gets a chance to open up and just jam.


“I don’t think anyone other than me has ever said they loved that track. No one ever talks about that one. But I always loved that track.” That’s my cue to tell John it’s always been my favorite cut on the record. “You’re the first commentator I know that’s even brought up the name of the tune,” he laughs. One of my best friends agreed, I add, when the subject came up a year or two ago. “So there’s two of you. I’m just not reading the right people, huh?

“On that one, and on ‘Ballerina,’ I was playing flute originally. But they tried to get the flute out of there. If you listen really closely, when there’s a quiet period, you can hear a little flute in the background, ‘cause it leaked into the other microphone. But I wasn’t supposed to be on it.

“Then the string arrangements he did on ‘Madame George’ were great,” he continues. “On ‘Cyprus Avenue,’ he made that simple harpsichord part, which I thought really worked well. I thought he didn’t overarrange, he didn’t underarrange. The only critique I have of any of the arrangements…I think they all enhance what they were on, but sometimes they were a little bit too loud. And that’s a mixing problem, not an arrangement problem.”

Kielbania agrees the arrangements “enhanced ‘em. I don’t think it took away from it, like Van thought.” Indeed, Morrison wasn’t all that enthused about the end product. “I asked him once – ‘Van, so what do you think of the album?’ He says, ‘Oh, it’s alright.’ It wasn’t like, ‘Oh yeah, it’s really great’ and this and that. It was just ‘yeah, it’s all right.’ Didn’t seem to be very happy about it at all.”

Astral Weeks in public

Initial public reaction wasn’t so enthusiastic, either. It’s now a staple of critics’ all-time best-of lists, but Astral Weeks didn’t even make the Billboard Top 200. It wasn’t so much unloved as unheard by most of the public, though even back then, some writers were singing high praises in its honor. Just three months after its release, Greil Marcus hailed it as “a unique and timeless album” in Rolling Stone, calling the LP “strong, serious stuff…and it is also a profoundly intellectual album.” Back in the UK, Melody Maker was also pleased: “Van’s voice is meaner than ever, and his songs are provoking and endlessly fascinating.” Another British weekly, Disc & Music Echo, surmised “it’s really free-form pop, very Californian and demanding your attention and patience.”

Yet not all of the music press was impressed. While Beat Instrumental liked “Cyprus Avenue,” it found “the remainder is lacking in originality, and there is a good deal of monotony about it.” NME, likely to the incredulity of modern-day listeners, heard “Morrison sounding for all the world like Jose Feliciano’s stand-in…The comparison rather deadens the impact of the album, because Morrison can’t better or equal Feliciano’s distinctive style. The songs themselves aren’t particularly distinguished, apart from the title track, and suffer from being stuck in one groove throughout.”

“When we made the album, I thought it was great,” declares Payne. “Then when it didn’t sell at all, no one seemed to pick up on it. I kind of downgraded it in my mind. I shouldn’t have. I thought, ‘Well, I had a good time, it was fun, but it’s not commercial. People don’t like it. It’s too different.’ And it was too different. How it finally seeped through after all those years is mystifying to me. ‘Cause it’s still different. It’s not like, well, now people are playing lots of things that seem like Astral Weeks. Because nothing sounds like that.”

Back to Electric and onto Moondance

Payne, Kielbania, and Morrison continued to play together live for a couple months or so after the sessions. But by the beginning of 1969, the lineup was changing yet again. Payne left, replaced by Monk Blackburn. “I don’t think he was as good as John Payne, but he was kind of like playing the same kind of stuff that Van wanted,” is Tom’s memory. “We toured a few cities in the United States with him playing this way, the same sound that was on the Catacombs. We toured that, I think, up until February of 1969, maybe. In March, he started going electric again. He started going away from the Astral Weeks sound. We were doing ‘Domino,’ ‘Moondance,’ and all of that.

“When he signed with Warner Brothers, I think they really, after Astral Weeks, wanted him to record another rock and roll hit. I had a conversation with him one day, I think when we were living in Woodstock [in early 1969], and he says, ‘I don’t wanna be labeled as a rock and roll singer. I wanna write songs. I want the songs to stand up for themselves, for whatever they are.’ He didn’t want to be assigned to any genre of music. He wanted to do his own thing. He didn’t want the record companies to tell him how he was gonna perform, and what kind of music he was gonna do.


I asked him once – ‘Van, so what do you think of the album?’ He says, ‘Oh, it’s alright.’ It wasn’t like, ‘Oh yeah, it’s really great’ and this and that. It was just ‘yeah, it’s all right.’ Didn’t seem to be very happy about it at all.


“I used to practice with him every day in Woodstock. He was paying me 75 bucks a week to practice when we didn’t have jobs. I’d get up every morning and go up to his house on the mountain, and we’d play. I would be playing acoustic bass all the time. In that whole period of time I was with him, he was writing them all with me on acoustic bass.”

But by spring 1969, Morrison was going back to a fuller electric sound. “I recorded ‘Domino” with him twice, once in New York, and once [when] we were living in Woodstock. When we did it in Woodstock, it was all electric. It was all back to electric. There was no more acoustic. Last couple of jobs I played with him, I was playing electric. That acoustic thing kind of went away. He had already gotten another drummer, and he got another guitar player, so we wound up with another band.”

Within a year, Morrison would have his first hit Warner Brothers album, Moondance, which featured—in a good fashion—a more conventional, fuller rock sound than Astral Weeks. But Kielbania wouldn’t take part in those sessions, leaving Morrison’s employ in late spring 1969. “The reason I left is my wife got pregnant. We got married, and she got pregnant right away. We were living in Woodstock [and] had to make a decision: do we stay and do all of that? Never knowing when you’re gonna play and where you’re gonna be? Van moved around a lot, and I would leave four-five days at a time when we’d play. So we decided I would just quit, do the family thing.”

Afterward, “I was playing on the weekends, up to five nights a week, doing covers and stuff. But every once in a while somebody would come up to me and say ‘hey, I wrote a song.’ They’d take their guitar out and they played it, and that’s when I realized, ‘I’m never gonna find that again.’ There was just something about playing with [Van]. After that, I kind of started losing interest in music because I couldn’t get back that feeling of playing with Van. It was always exciting.”

Astral Weeks’ stature, however, continued to grow, even after Morrison reeled off a series of far more commercially successful LPs. By 1978, it was #4 in Rock Critic’s Choice: The Top 200 Albums, one of the first such polls of international critics. It’s popped up on numerous all-time lists since then, getting rated #2 by Mojo in 1995, #19 by Rolling Stone in 2003, and #3 by The Times in London. Kielbania has some thoughts as to what sparked such a, as Greil Marcus prophesized, “unique and timeless album.”

“When he was living in Cambridge, he didn’t have any money,” Tom notes. “People were fronting him money. He was completely broke. They got the cheapest place they could find to live, and they had nothing. He was very, very stressed out. He had found himself married with a stepson, Peter, and he really cared about him an awful lot. It meant a lot for him to get through this so he could support him.

“It was a pretty desperate situation. Because he had to do something. Nobody was gonna do it for him. He had to do it himself. And he’s in a foreign country, by himself. Of course, he had Janet. But other than that, he was really alone. I felt pretty close to him as a friend through all of this time. Peter Wolf was a real great friend to him back at that time. He helped him out an awful lot.

“In the history of music, some of the greatest people do their best work when they’re down and out and don’t have anything else, and they’re really struggling with a lot of stuff. That may have been why he was so creative in that period, the kind of stuff he was doing. Because he was at the bottom. You couldn’t get any lower than where he was – not on the music level, but on the level of life itself.

“I don’t come from a wealthy family or anything. My dad was working hard to pay for me to go to school. But I didn’t have to worry. My dad was paying for my rent, ‘cause we split it up with a couple other guys. And I knew that if everything really got bad, I could just go home. But he couldn’t. I really felt sorry for him at that time, and I could feel the pressure that he was under.”

The Catacombs Tape on iTunes

Kielbania, now retired after working for a printing company for many years, never did play on an official Van Morrison record. Until now, that is, with the sort-of release of the Catacombs tape. Why now, from a musician who’s extremely protective of how his catalog is handled? And why would he put this particular tape out, when there are many other live performances with better sound quality he could have issued? Such as his superb September 5, 1971 radio broadcast on San Francisco’s KSAN from Pacific High Studios, which has been available to hear for years on the Wolfgang’s site, or a fine April 26, 1970 show at the Fillmore West (also on Wolfgang’s, minus an excellent “Moondance” that’s on bootlegs)?

“It was all done on the up and up,” Walsh confirms. “Tom and John received contracts from Van’s lawyer, and had to sign off on this recording being released. They told me immediately, and we thought, ‘well hey, maybe this is an official release coming.’ We did not imagine this. But they were both excited at the prospect, especially Tom, who isn’t on any official recording. So there was some forethought.

“The only thing that really makes sense to me is that copyright issue,” he figures. “Maybe they thought it would be quiet and no one would really notice it.” Lots of people did notice it, though, fueling speculation that Van wanted to have the tape copyright-protected in case it was used on an Astral Weeks box set. It’s the 50th anniversary of its release, after all.

But as Walsh cautions, “I do have a second-hand source from someone at Sony who said there are no plans for something larger.” And there might not be enough for an Astral Weeks box even if Morrison gave the go-ahead. A 2015 extended edition of the album does have alternate studio versions of four of the LP’s songs, but as Ryan observes, “they were able to put those on there without Van’s permission, because these are already published songs. For ‘Train,’ the one Astral Weeks outtake that exists and I’ve heard, they needed permission. I was told from the Warner archivist that it was no dice from him.”

Are There Others?

Yet there are quite a few known or rumored Morrison recordings from shortly before or after the Astral Weeks sessions that seem likely to easily fill a box, should they be located and cleared. There’s the WGBH show from May 29, 1968; some demos, cut with an electric band (including, as a session drummer, Moulty from legendary Boston garage group the Barbarians) at Boston’s Ace Recording Studios that summer; and couple of songs Payne remembers performing on WPIX TV in New York late in the year. “They wanted him to lip-sync to one of his records, and he refused,” he recalls. “He brought me and Tom on, and we just played live.”


In the history of music, some of the greatest people do their best work when they’re down and out and don’t have anything else, and they’re really struggling with a lot of stuff. That may have been why he was so creative in that period, the kind of stuff he was doing. Because he was at the bottom. You couldn’t get any lower than where he was – not on the music level, but on the level of life itself.


And there are yet more tapes Morrison made that weren’t intended for disc. According to Kielbania, “He used to record everything when I practiced with him. Then his wife would go back and write all the words down. Somebody from the Netherlands sent me two CDs of his rehearsal tapes, so I got these two CDs of me practicing with Van. It’s got a version of ‘Wild Night’; it sounds just like the Catacombs. ‘Domino’’s probably on there six or seven times, where every time he’d start playing, he’d change something and change the words.

“We may have gone into some kind of recording studio here or there. But I think basically, it’s reel-to-reel stuff. It’s about the same quality as the Catacombs. You gotta listen to it on a good system.” It’s possible at least some of these are tracks catalogued as having been cut at Warners Publishing Studio in New York between autumn 1968 and spring 1969 in some sessionographies, such as the one in Clinton Heylin’s Morrison biography Can You Can Feel the Silence?, which lists six versions of “Domino.”

Astral Weeks’ Legacy

For now, Kielbania’s glad to finally be a part of Van’s official discography on the Catacombs tape. “I always thought it was interesting, but nobody else did,” he marvels about Morrison’s work during this period. “For all those years, up until about ten years ago, there was really no big interest.”

“One of the great things about this Catacombs tape coming out is that finally there’s some evidence of [Tom] playing with Van after fifty years,” reiterates Payne, who’s run a Boston music school since 1979. “It’s sad, ‘cause he hung out with Van for over a year. I was with him for three months. They were much closer to each other than I ever was, with Van.

“But it was really great for me to hear Tom play bass again after all these years. Because I remember him being a really great bass player. And to hear it again and see that he was, it’s nice to know that I wasn’t wrong.”

Van Morrison in Boston Common, 1968

Van Morrison in Boston Common, 1968

Astral Weeks, in Payne’s view, didn’t get “big until decades after it was made. So no one thought it was worth anything. When Peter Wolf made the tapes, I knew him slightly, ‘cause for a while I lived in the same apartment with him before he was famous, and he still lived around there. In the early ‘70s, I used to play a place called Casablanca in Harvard Square, which is right across the street from the apartment. He’d come in there sometimes and say, ‘I’ve got these tapes of you playing with Van, you should come over and listen to ‘em sometime.’ I’d always go ‘yeah yeah, I’ll have to do that.’ And I never did. So it was really wild when I heard them for the first time again a year and a half ago, when Ryan Walsh got a hold of a copy we could listen to.”

Morrison, as Payne knows, “made another album of Astral Weeks stuff that I wasn’t on a few years ago, a reprise. After hearing a little bit of it, I just shut it off. It’s not the same when it’s not the moment of discovery. It can’t be done again. That was a moment that was captured when those musicians, for the first time, did that. Every take you hear on that is the first or second take of a bunch of guys who weren’t familiar with it at all before that. You can’t duplicate that if you go out on the road and play it time after time. I just don’t think you get that same feel. I’m gonna stick with the original.”

Thanks to Pat Thomas and Alec Palao for help with research for this story.

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