After Crabby Appleton had run its course and disbanded in early 1972, I spent

some time living life off the road in my rented 3 bedroom cottage-like house (so
plentiful in the Hollywood canyons and hills), writing songs. I lived there with
my calico cat Ace, surrounded by rhododendrons, avocado trees,
hummingbirds, skunks and forgiving and understanding neighbors who endured
the sound of loud electric guitars, without complaint. When I had come up with
a handful of songs I felt were worth presenting to people, I secured a
representative to shop my demos to record labels. I recorded a half dozen songs
with just guitar, vocal and guitar and vocal overdubs. A few of the songs were
ones I had been working on while still with Crabby, a few were newer ones. I
also included a doo wop version of a song from the 1930s, though I listen to
that one now and wonder what in the world I was thinking, other than this
would be fun!
The songs I recorded were:
Good Girl (a motel room song written while on the road with Crabby)
Over My Dead Body (a song Id written prior to Crabby, but one that never
quite fit with our sound and style)
Give Me Your Money
Dark Night
Bad Times (written while with Crabby we worked up an early version)
Lane Changer (written while with Crabby, and inspired by visions of changing
lanes a thousand times on long drives between gigs)
Rendezvous With a Dream (a hit in the 1930s and featured in the WC Fields
film classic Poppy
Before long, Epic Records expressed interest in the recordings, and I signed
with them to record what would become the Lane Changer album. Discussions
with Epic about prospective producers for the project yielded the name Chris
White, who had been the bassist and a songwriter for the great British invasion
group The Zombies, and was now producing the group Argent, also on Epic
Records. I was given some Argent albums to listen to, and although their
material and style were very different from mine, the excellence of the
production of the records was immediately evident to me. They had depth and
crisp clarity and continuity not just a collection of songs, but ALBUMS. I was
very pleased when Chris agreed to produce my album. The plan was to have
me record at CBS studios in London, where Chris would have some of the
musicians from Argent play on the backing tracks, as well as other musicians
hed seek from his extensive black book. I was to fly to London, rehearse with
Argents rhythm section for a day or two, and then wed roll tape.

Id never approached recording in quite so spontaneous a manner Id always

rehearsed songs with my band(s) until they felt ready and somewhat polished,
so I found this prospect more than a little intimidating. I requested that Crabby
Appletons keyboardist, Casey Foutz be allowed to accompany me to London
for the sessions, and Casey and I spent some time working on the songs I
planned to record. I dont know if Rod Argent found it odd that I was bringing
my keyboardist along musically carrying coals to Newcastle - but this
decision was based purely on my comfort zone entering the studio with
rehearsed arrangements, rather than any misgivings about Rods abundant
talents. And my long history with Casey had given me great confidence in his
melodic sense and stellar musicianship.
We flew to London in early September, 1973. I brought along my old Gibson
ES 335, my Gibson Dove acoustic, my old Gibson acoustic 12-string, a little
old Fender Princeton amp that Id had modified to use as a pre-amp, and my
modified Marshall 100 watt amp head. Chris White picked us up at the airport,
and Ill never forget our jet-lagged, addle-brained reactions, every time Chris
made a right-hand turn from the left lane. That took some getting used to.
We checked into the Hotel Russell in Russell Square, a stately Victorian affair,
rather stuffy and proper for a couple of Yank rock and rollers (we got many an
odd look from the patrons and staff, although the staff were always friendly),
but the hotel was within walking distance of CBS Studios on Whitfield Street,
so the location was ideal.
Once Casey and I had gotten over our jet lag, we met Bob Henrit and Jim
Rodford, Argents drummer and bassist, and set about teaching them the songs
theyd be playing on. (Chris White had it in mind to use them on the harder
rock material and to have other musicians play on the softer material). Bob and
Jim were not only as pleasant as they could be, making us feel welcome and
taking us round to the corner pub for a true taste of London life at its finest, but
they were top notch players and quick studies. My misgivings about only
having a few rehearsals to work up the songs soon disappeared. After two short
days of rehearsal, we started laying down basic tracks.
We worked quickly, once we got sounds, and a few takes were all that were
necessary for each song. We strived for live excitement, rather than perfection,
and I think the record benefitted from that spirit. Engineer Mike Ross was adept
at capturing the sound of loud rock and roll, more so than any engineer Id ever

worked with. Some engineers hear distortion and want to clean it up. Mike
heard it for what it was the sounds of amps being pushed to their pain
thresholds and interacting with guitars, making them tremble and shake and
sing. He was a joy to work with. A real joy.
I found out much later that Mike had engineered some of my all-time favorite
rock recordings, including material on The Who Sell Out album. Maybe it was
better that I didnt know it at the time, or I might have been too awe-struck to
have had the relaxed rapport we enjoyed in the studio. And Chris was masterful.
There are many different sorts of producers, and Ive had the pleasure of
working with some really fine ones. Some producers want to put their sound
and stamp on your album. Some are happy to observe the album being made,
and chime in when the need arises. But Chris was the perfect producer for this
record deeply involved at every stage, yet gentle in his approach and never
demanding of his preferences. I learned to trust his judgement and welcome his
thoughts, and more than a few of the songs on Lane Changer were shaped by
his approach.
The tracks we recorded with Bob and Jim were:
Lane Changer
Wont You Please Do That
Bad Times
Give Me Your Money

Dark Night
Watch Yerself

Casey, Bob, Jim and I were sort of an instant rock band, and we had a lot of fun
thrashing out those songs. In what seemed like no time at all, half the tracks for
Lane Changer were in the can.
The balance of the material on Lane Changer was mellower, and for those
tracks Chris called in Henry Spinetti on drums and Dave Wintour on bass.
(Mike Giles of the legendary King Crimson played drums on the track for
Flyer.) Like Bob Henrit and Jim Rodford, these guys were consummate pros
and fell right into the songs as though theyd already known them. And their
style was different from our rock blazing on the previous tracks more intimate
and flexible. We worked quickly, and the results were really pleasing.
The tracks we recorded with this configuration were:
Touch My Soul
Over My Dead Body

Flyer

If memory serves me, I believe percussionist Gaspar Lewel added his unique
rhythmic tones and impressions to Flyer during the recording of the basic track.

With all the basic tracks recorded, the overdubs were next. Id never worked
with horns on any of my previous groups always guitar, bass, drums,
keyboards. But Chris White felt strongly that horns would bring out the soul in
Touch My Soul and the dirge inherent in Over My Dead Body. So he called in
John Beacham to play trombone, Mike Cotton on trumpet, and Alan Holmes to
play saxophone (as well as clarinet on Over My Dead Body). The addition of
horns on those two tracks transformed the songs, and I heard them in a new
light thereafter. Ill be forever grateful to Chris for hearing where these songs
should go, before I ever knew it.
For Flyer, Chris had another horn player in mind. Nick Newall, (Chris told me
Nick also had a day gig, driving a cab in London), who came in with his
baritone, alto and soprano sax. We ran the tape of the track for Flyer, as Nick
played along, first on the baritone, then on the alto, and lastly on the soprano
sax. It was one of those magical moments one encounters in the studio, when
Nick began to play along on the soprano sax. Suddenly the song took flight, and
Chris and I jumped up and toggled the talk-back switch and shouted Thats it!
Nicks solo on Flyer is one of my favorite elements of the entire album.
For over 40 years, the listings on the album jacket for Lane Changer have
carried an error and its still there on this latest reissue. Rod Argent is credited
with playing the Mellotron on Dark Night, but there is no Mellotron on Dark
Night and Rod didnt play on the track. The keyboard parts were overdubbed
by Casey Foutz on the Mini Moog. I distinctly remember crouching next to
Casey, with my hand on the Mini Moogs pitch wheel, as Casey played, and I
tried to push the solo into some realm of madness, hoping to convey a sort of
nervous breakdown as the song spiraled out of control, and also hoping Casey
wouldnt lose patience with my dalliances with the pitch. I have always loved
the way Dark Night ends.
Theres another listing error on Lane Changer one of omission, but
intentional. For the song Watch Yerself, I told Chris I really wanted a guest
guitarist to play the lead. Chris said Why dont I give Jeff Beck a call, and see
if hell do it? Really? Jeff Beck? Youre kidding me, right? But Chris wasnt
kidding, and Jeff agreed to come down and play on the song. Ill admit to
having some difficulty maintaining my cool as God strolled into the studio, sat
down in the control room, plugged his Tele into my little Fender Princeton and
began noodling along with the basic track played over the studio monitors.
Watching Jeffs strings turn to liquid, as he played, was as amazing as one
would expect just jaw-dropping. Jeff REALLY wanted to purchase that little

amp from me, but I would have none of it. He retired to the outer studio, we got
a good sound, and he took several passes at the solos, from which we derived
the final lead guitar track.
Sometime later, Jeff contacted Chris and said hed prefer his performance be
anonymous. I was a little disappointed, but still thrilled to have watched him
play and leave his mark on my song. I really like what he brought to Watch
Yerself, and its the one guitar on the album that is very obviously not my
playing and a refreshing change.
My most difficult task during the recording of the album was the session for
Easy To Love. I was set up in a small isolation booth, with my Gibson Dove
micd at sound hole and also neck, and a mic for my vocal. We recorded guitar
and vocal together live, if you will. There was nowhere to hide. Every little
squeak, every slight movement, was amplified to what seemed like deafening
level. I was using a steel slide on the guitar, and the slightest knock of slide on
guitar neck sounded like a gunshot! I think we did the song in three takes, and I
was greatly relieved to get out of that booth!
The recording of final vocals (Id laid down work vocals on the tracks, for
reference) went smoothly and satisfyingly. Singing along to those tracks was a
gas! They were inspiring and energizing, and I was in my element.
For Touch My Soul and Wont You Please Do That, Russ Ballard and Rod
Argent joined me for the background vocals. We had a good time trying to
emulate the Blackberries or some such soulful background group on Touch My
Soul.
I should mention the explosion that leads off side one of Lane Changer. As I
was walking to the studio one day, I saw fireworks for sale in a shop window.
They looked like the type we call safe and sane for backyard celebrations on
the 4th of July in the States. These were for celebrating Guy Fawkes Day,
coming up in a little over a month. I bought one, about six inches tall, and when
I got to the studio, I asked Mike and Chris to dim the lights in the outer studio
and open a mic and roll tape. I set the firework in an ashtray on a stand and lit
the fuse. I was ill-prepared for the explosion that followed. I figured the thing
would just spew sparks and then fizzle out. But this one went off with a loud
bang and I heard pieces of its discharge hit the high ceiling overhead. There was
an eerie silence that followed, and I feared I had done some serious damage to
both the studio and my relationship with engineer Mike Ross. But, thankfully,

when the smoke cleared, I had not destroyed either, and after the initial shock
wore off, we all agreed that Lane Changer should start with a bang.
The recording of this album, back in fall of 1973 was one of my most enjoyable
and gratifying experiences in the studio. Everyone involved was exceptionally
gifted and generous with their time and talents, and I am grateful for every
single one of them. Im glad the album has finally been reissued on CD, and
hope listeners derive as much pleasure from hearing it as I experienced making
it.
Michael Fennelly

Lane Changer words and music by Michael Fennelly

I used to be someone you cared for. I used to be someone you knew.
I used to be, I used to be, I used to be just like you.
I used to be your mothers favorite. I used to be your fathers friend.
I used to be, I used to be, I used to be just like them.
Im a lane changer, move over. Growin from the hair down.
Im a lane changer, now veer off.
Find someone else you can push round, hold down, oh yeah.
I used to be your friendly neighbor. I use to be safe on the street.
I used to be, I used to be, I used to be so elite.

Touch My Soul words and music by Michael Fennelly

A girl who is beautiful all of her life, she gets spoiled by the long free ride.
The girl who is homely on the outside is so often sour and bitter inside.
But the girl who blossoms late in her life,
like a flower from a weed, or a diamond from coal
Oh, she can shine with more radiance than sunlight,
and keep it all under control.
Ah, woman you touch my soul, touch my soul, touch my soul.
Ive known you young lady since you were so small,
But oh, how you change with years
As if out of nowhere, in a young girl so plain, a beautiful woman appears.
Youre a girl who blossomed late in her life,
like a flower from a weed, or a diamond from coal.
And oh you can shine with more radiance than sunlight,
and keep it all under control.
Ah, woman you touch my soul, touch my soul, touch my soul.
Ah, woman you touch my soul, touch my soul, touch my soul.

Wont You Please Do That words and music by Michael Fennelly

Wont you please do that? I can feel you burnin.
Wont you please do that? on fire.
Wont you please do that? Wont you give it to me?
Wont you please do that? entire.
Wont you please do that? Your way of lovin
Wont you please do that? its alright!
Wont you please do that? You can love me, love me
Wont you please do that? all night, yeah. All night.
Wont you please do that? Ive a soft spot in me
Wont you please do that? right there!
Wont you please do that? You can thrill me, kill me
Wont you please do that? I dont care, no.
Wont you please do that? Come with me, baby
Wont you please do that? tonight, night, night.
Wont you please do that? Come with me, with me
Wont you please do that? Alright, alright
Well, dont stop, baby. Well just dont stop.
Ohhhhhhhhhhhhhhhhhhh yeah!
Give it, give it, give it, give it, give it, come on!

(bumper sticker)

Over My Dead Body words and music by Michael Fennelly

Two people together takes so much tryin and Im tired of cryin, just like you
But two people togethers better than one.
If you leave me, Im done for, Im through.
If youre not the one I can see in my dream, I dont wanna dream, no.
But over my dead body, thats what I said. Yes Id rather be dead than alone.
Nothings forever, no nothing can last.
We are here and gone so fast, here and gone.
But no life is here for me, if you wont stay.
You are leaving no way to go on.
If youre not the one I can see in my dream, I dont wanna dream, no.
But over my dead body, thats what I said. Yes Id rather be dead than alone.

(Lane Changer album cover idea rejected by Epic Records art department as
too psychedelic. Photo and digital process by Peter Read Miller)

Dark Night words and music by Michael Fennelly

Its a dark night, my love, that takes me from, takes me from you.
But oh, its a long road, my love, where Im going, Im going to.
And you, you cant go my way. Oh no, youve ways of your, ways of your own.
But oh, its a dark night my love, when youre alone.
Its a sad time, I know. But what can we, what can we do?
A talk, a word would not change, no, where life takes us, life takes us to.
And you, you cant go my way, oh no, no.
How could we, how could we have known?
But oh, its a dark night my love when youre alone, yeah.
Its a dark night. It seems like such a shame to lose you now, I know
Its a dark night. when I love you so. Oh, its a dark night, my love.

(Back album cover mock up rejected by Epic Records art department. Photo
by Peter Read Miller artwork by Gregory Griffith)

Easy To Love words and music by Michael Fennelly

I promise you no promises will have to be made.
The game wont be decided til the last card is played
I give to you, you give to me. Well its an admirable trade.
But you could be so easy to love.
I think about the nights Ive spent wasting my time
Tryin to get to someone who just cant read my mind.
A girl who understands me, well shes so hard to find.
But you could be so easy to love.
Ooh so easy, you could steal my heart if you tried
Ooh so easy, you could steal it away.
Ooh so easy, you can reach right inside.
You can take what you want. Go on, take what you may.
I promise you no promises will have to be made.
Cause promises can chain you, and they make you afraid.
No answers and no questions that you will have to evade
But you could be so easy to love.

(B-side of Shine A Light single)

Shine A Light words and music by Michael Fennelly

Shine, to light your way. Shine, to see you through.
Shine, shine a light. I will shine a light for you.
Sad and down, thinking how he used you, yeah.
Like a dream, but it was real, it was real.
Sad but true, and now there aint nothin left to do
But I will shine a light for you, for you. I will shine a light for you.
Spend your time asking yourself questions, yeah
Does he know how it feels, how it feels?
If he knew, hed know the harm that just words can do
But I will shine a light for you, for you. I will shine a light for you.
Shine, to light your way. Shine, to see you through.
Shine, shine a light. I will shine a light for you.
Ill shine a light to wash away your darkness, yeah
Ill shine a light that you can feel, you can feel
And in the dark, when Ive no other way to see
You can shine a light for me, for me. You can shine a light for me.
Shine, to light my way. Shine to let me see.
Shine, shine a light, you can shine a light for me.
Shine, to light your way. Shine, to see you through.
Shine, shine a light. I will shine a light for you.

Bad Times - words and music by Michael Fennelly

Well you cant see from the outside what Ive been goin through,
what Ive been goin through.
But Ive been burned in a bad way and I know what it can do
Yes I know what it can do.
I might look like Id be a good time but you know Ive seen bad times too
Yes you know Ive seen bad times too, yeah.
Well I remember when last I was cryin and I remember who I cried it to
Remember who I cried it to.
Well I remember how I felt the last time when I took it from a girl like you
Just took it from a girl like you
I might look like Id be a good time but you know Ive seen bad times too
Yes you know Ive seen bad times too, yeah.

Flyer words and music by Michael Fennelly

My love was a flyer and I was so quick to learn
Fly higher and higher, she said. Our wings wont burn
Straight for the sun, a wild look in her eye, she flew too high
I watched helplessly there, as she fell through the air with a cry
My love was a flyer, she was free as a bird
Ruled only by fire and with no cautious word
White feathered wings held by no earthly strings she flew too high
And so close to the sun that it melted her wings as she passed by
My love was a flyer but now shes flown away
No money could buy her and no words make her stay
Off for the sun with the next willing one til he sees why
Shes attracted to things much too hot for her wings and too high
My love was a flyer, she was. My love was a flyer, she was.
My love was a flyer.

Watch Yerself words and music by Michael Fennelly

Jealousy is a part of me. Runs deep in my veins.
You hear no lies, dont feel no pain.
I keep an eye out. It only takes one.
I cant let, cant let you run.
I picked it up from the past, you know. You learn from mistakes.
Two, three times, thats all it takes.
I keep an eye out. It only takes one.
I cant let, cant let you run.
So watch what you say. Just watch what you do.
Just watch yerself, Im watching you. Yes I am.
Show me the way to an open heart if you can
Show me the way to put broken parts back again.
Life is so lonely you gotta trust now and then
Show me the way to believe again.
Jealousy is a part of me. Its so hard to shake.
Jealous walls so hard to break.
I keep an eye out. It only takes one.
I cant let, cant let you run.
So watch what you say. You better watch what you do, yeah.
Just watch yerself, Im watching you. Yes I am.

Give Me Your Money words and music by Michael Fennelly

All my money is used up, gone. I think its time to go home, go home.
But dont, please dont make me go back alone, alone.
Ive given you the best years that I had. Now dont you think its unfair, unfair?
To send me back flat broke when you wont be there, wont be there.
If you wont give me a little love, well then give me your money.
If you wont give me a little love, well then give me your money.
As long as Im going home without you, let me live the life Im accustomed to.
If you wont give me a little love, well then give me your money.
Give me your money.
Ha, ha, ha yeah. Its the truth.
Now everyone knows that times are so hard.
Even a child could understand, understand.
The tax, the rent, lord its spent fore it hits my hand, my hand.
You know I dont have a dime for my dinner.
I dont have any fine things, no fine things.
But you could make a small fortune just by pawning your rings, all your rings.