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Exclusive Outtakes from the Beastie Boys' Paul's Boutique

The Beastie Boys' Paul's Boutique from the 33 1/3 Derided as one-hit wonders, estranged from their original producer and record label, and in self-imposed exile in Los Angeles, the Beastie Boys were written off by most observers before even beginning to record their second album. But not only did Paul's Boutique astonishingly transform the group from a frat boy novelty to critically-lauded hip-hop giants, its groundbreaking collage of rhyme and recycled pop culture soundbites made it one of those rare releases that forever alters the course of music.

It has also been, to this point, an album shrouded in mystery. However, Dan LeRoy finally reveals the untold, often unbelievable story in a brand-new, painstakingly researched book, The Beastie Boys' Paul's Boutique, part of Continuum's acclaimed 33 1/3 series and available March 15th.

The book features new interviews with many of the key players in the record's creation, including the Beastie Boys' Mike D, the Dust Brothers, and legendarily reclusive producer Matt Dike, who offers his first in-depth discussion about his masterpiece, as well as insights from several close friends who have never before gone on the record about this outrageous and little-documented era in Beastie history. There are also three previously unseen, Paul's Boutique-era photos from the archives of Ricky Powell.

Crammed with freshly unearthed anecdotes, behind-the-scenes detail, and analysis, this will be an essential guide to the audio labyrinth of Paul's Boutique. And Dan LeRoy is proud to partner with to bring fans some exclusive outtakes from the book prior to publication.

Visit often to read new excerpts that had to be cut from the book. And get your Paul's Boutique-related questions ready: beginning in March, Dan LeRoy will try to answer as many as possible on You can send your questions to Dan in care of

Meanwhile, you can read an excerpt from the book at Dan's Myspace page:

Dressing for success at the G-Spot

When Beastie Boys fans talk about the Paul's Boutique era, certain names immediately come to mind: Matt Dike, the Dust Brothers and Mario Caldato, to name a few. But don't forget a pair of senior citizens who made some significant, albeit inadvertent, contributions -- to this album and its aesthetic.

Alex and Marilyn Grasshoff, the proprietors of the legendary G-Spot, might have helped get Paul's Boutique finished by making their amazing throwback of a home available to Ad-Rock, MCA and Mike D in 1988. And you can thank Mrs. Grasshoff for at least some of the Beasties', retro duds during this influential period.

But although the Grasshoffs and their house have figured prominently in Beastie mythology throughout the years, I had never heard their side of the story. I decided to track down Marilyn Grasshoff, who still lives in the one-bedroom home that became, for a year or so, one of the most famous bachelor pads in the world.

Specifically, I wanted to know how much she knew about the Beasties and their friends raiding her closets for the vintage Seventies gear they sported around Los Angeles while making Paul's Boutique. As it turned out, the charming Mrs. Grasshoff, who is better-known by her stage name of Madelyn Clark, was somewhat in the dark.

"Well, I had an extensive collection of beautiful dresses. I don't know if they had their girlfriends dress up in them?" she says. "I do know of one other situation, I had a ten-foot cedar closet in one of my rental houses with some dresses in it. And the guys who lived there were gay. And so they did take some of my beautiful gowns with the ostrich feathers.

"I don't know, are these guys gay?" Mrs. Grasshoff asks. "I didn't think so."

However, she admits her curiosity has now been piqued by stories of the Beasties wearing her old clothes in the "Hey Ladies" video. "Where can I see the video on that? I'd like to see what clothes they were wearing!" she says with a laugh.

Mike D also chuckles when this anecdote is related, but says that contrary to popular belief, none of Mrs. Grasshoff's gear actually made it into the "Hey Ladies" clip. He also reveals that Mrs. Grasshoff's closet, in the master suite where he stayed, wasn't the only source of fly fashions at the G-Spot.

"There were two places. There was a closet filled in the master suite. But there was another time when we were fucking around out by the pool, and there was some weird storage room filled with another gang of clothes," he says. "It might've been Max Perlich who discovered that."

The Beasties, he says, were also impressed with the memorabilia Mr. Grasshoff, a television and documentary director, had accumulated. "There was a picture of him and Orson Welles in the house," Diamond recalls. "That was pretty big time."

Mr. Grasshoff's "lair," located under the master suite, was an office-slash-video room with copious amounts of electronic gear, Mike D adds. The room, which became Adam Yauch's, was also equipped with remote-control shutters, and a bank of security cameras behind the desk. "It was kinda was like, the house is up on a hill," says Diamond, laughing. "Who the hell's gonna come up there?

However, Mike D also acknowledges that Alex Grasshoff "was ahead of his time. Now any fool on 'MTV Cribs' has a house like that. But at the time, nobody had it. I have to say, Mr. Grasshoff was on some shit."

The Beasties vs. The Beatles

Of the hundreds of samples that make up Paul's Boutique, few have inspired as much curiosity as the bits nicked from the repertoire of John, Paul, George and Ringo. Fans have long wondered how the Beasties managed to get "The Sounds of Science," a song with no fewer than five separate Beatles lifts, into the shops without a lawsuit.

The Fab Four, of course, had been in the Beasties' sights before. Their shambolic rap version of "I'm Down", pitched somewhere between "Fight For Your Right" and "Girls", was excised from Licensed to Ill at the request of one Michael Jackson, who had recently purchased the Fab Four's back catalog. That catalog had also been previously pillaged by the KLF, the Bill Drummond-led British duo whose 1987 debut album sampled a quite recognizable chunk of "All You Need Is Love" into a new song of the same name, and was later withdrawn after complaints from ABBA, which had also had a song pinched by the provocative pair. (It's certainly plausible to speculate that the KLF's initial hip-hop-style records were inspired in part by the Beasties, and that the KLF's cavalier approach to copyright might have somehow helped influence the sonic adventurism of Paul's Boutique, in turn.)

Even today, however, the subject of Beatles samples inspires caution. Former Beasties A&R man Tim Carr first insists that there is only a single sample, the drum track from the reprise of "Sergeant Pepper's Lonely Hearts Club Band", on the "The Sounds of Science." "That's it for the Beatles. Everything else, you just think it's the Beatles," Carr says. But he soon backtracks, confessing with a sly grin, "Maybe there is one other thing. But I'm not talkin'. I'm not talkin'."

One intriguing possibility broached by Carr is that "I think they figured out how to get to Yoko, wasn't a problem. It's like, don't tell anyone we ever heard it...a gentleman's agreement between the powers that be, that they were not gonna get in the way of this record." True or not, the Beasties would definitely have contact with the Lennon family in later years. They joked in a 1989 radio interview about palling around with Yoko and John Lennon's son, Sean, but would eventually sign him to their Grand Royal label, which released his debut album, Into the Sun, in 1998.

Both Carr and Mike D point out that at the time of Paul's Boutique, artists and labels "didn't look at (sampling) as a source of revenue. That mentality didn't exist then," says Diamond. That is one factor which might have worked in the Beasties' favor as they tried to clear samples. Another is that sharing a label with the Fab Four could have helped the Beasties and their representatives get things done behind the scenes. "Being on Capitol, that helped with those Beatles samples, right?" asks Delicious Vinyl's Mike Ross with a chuckle.**

Mike D agrees. "Yeah, it probably did. (Capitol) had certain business dealings with the Beatles that we didn't."

Yet the biggest hurdle to overcome in sampling the Beatles may have been psychological instead, says Mike Simpson of the Dust Brothers. "To that point, it was sort of weird: in my mind, there was a certain threshold of things you could sample, and things that you just didn't sample. And not for fear that you couldn't clear them, but just because...y'know, it was just like sacrilege, almost."

The Beatles obviously fell into the latter category, which was a concern. "We had pretty much only tried to sample things that, at that time, were pretty obscure. Like, to us, at that point, the Car Wash soundtrack was a dead and buried record. So to us, that was pretty obscure. As opposed to the Beatles, which wasn't obscure.

Assured by the Beastie Boys that everything would be taken care of legally, the band's production team overcame its reservations. "And it wasn't even a conscious decision, really. It wasn't really like, 'Hey, we're sampling the Beatles'," says Simpson. "It was more like, 'Here's a great guitar stab on this record. Hey, Mike, why don't you scratch it in? That'll be cool'."

That lack of forethought probably explains why a Beatles sample that would seem to have been perfect for Paul's Boutique, John Lennon's famous "I am the eggman" line from "I Am The Walrus", was never considered for use in the Beasties'"Egg Man." "To be honest with you," Simpson says with a chuckle. "I don't think we ever even thought about that."

**Delicious Vinyl, meanwhile, had less luck persuading a former Beatle to approve a sample.. "We sampled something from a Paul McCartney record on Tone Loc's album," Ross recalls, "which we had to take off, from 'Band On The Run.'"

Chuck D on P.B.

It's a story that has circulated for years: the time is the summer of 1989, the place is the New York headquarters of Def Jam, and the characters are Russell Simmons and Public Enemy's Chuck D, who have just finished listening to an advance copy of the Beastie Boys' Paul's Boutique, and are staring at each other in amazement, minds throughly blown. The Beasties' old boss, whom the band was still battling in court at the time, is forced to admit that his one-time proteges have achieved the impossible, and created a sophomore album even more groundbreaking than their first. And Chuck D, whose group had replaced the Beasties as Def Jam's biggest stars, is forced to agree.

One can certainly understand why a Beastie Boys fan would savor this tale of devoured crow. But according to at least one of the particulars, it most likely never occurred.

"I'm not saying it didn't happen, but I don't remember anything like that at all," says Chuck D. "And I'm pretty clear on everything that I'm involved with."

Which is not to say that Public Enemy's frontman was unimpressed the first time he heard Paul's Boutique. "I do remember being knocked out, listening to it on my own," he says. "Because I knew it was an unbelievable amount of work."

In the album's dense layers of samples, Chuck adds, he heard echoes of the sound he and the Bomb Squad (including producers Hank Shocklee and Eric "Vietnam" Sadler) had pioneered on the first two Public Enemy albums, 1987's Yo! Bum Rush the Show and It Takes A Nation of Millions to Hold Us Back, released the following year. "Myself and Hank and Eric, we were kind of precursors of that whole particular mosh pit style of sampling," says Chuck, "so we knew how much work had gone into it."

In fact, Chuck was one of the few high-profile rappers to publicly endorse the Beasties during this tumultuous era. After signing with Capitol, Ad-Rock, MCA and Mike D were viewed as traitors by more than a few in the hip-hop community. However, Chuck says, "I didn't judge the record by the label. I judged it by the digging, and the quality of the work."

Was there a Beasties boycott during the release of Paul's Boutique by hip-hop stars loyal to Simmons and Def Jam? Chuck has his doubts. "Remember, that record was released on Capitol, so a lot of the concentration was in L.A. and outwards from there. On the East Coast," he adds with a laugh, "I think it was well above and beyond most of their heads."

DeNiro in the mix

When Paul's Boutique was released, it failed (at least initially) to put to rest an idea the Beastie Boys understandably detested: that they were studio creations, dependent on the work of their producers. In the view of some observers, Rick Rubin had merely been replaced by Matt Dike and the Dust Brothers, and it would not be until the appearance of Check Your Head three years later that the Beasties began receiving their due as captains of their own artistic ship.

Yet conversations with the key collaborators on Paul's Boutique prove no one in the band's inner circle viewed Ad-Rock, MCA and Mike D as spectators on their own album. And some of the band's closest friends from this period confirm that (extracurricular activities aside) it was an era of intense, and constant, creativity.

"Even if they weren't physically in the studio, the bulk of their time and energy was always researching. Finding the next beat," says Lisa Ann Cabasa, Adam Yauch's actress girlfriend at the time. "To me, it just seemed like it was a constant process."

Cabasa and Yauch had bonded, in part, "because we both come from families that love to cook." She recalls his interest in gourmet cooking, and the frequent dinner parties they would host at their log cabin in the Hollywood Hills. But underlying every other interest, she says, was Yauch's obsession with music.

"Music was everything. That's what I remember: listening to music and watching obscure blaxploitation films." And some of those films, she says, provided sample fodder for the slowly coalescing soundscape that would become Paul's Boutique.

"Where they would find their samples from were the most obscure places. I'll give you an example: I remember Yauch and I were watching one of the first movies DeNiro did. Was it "Blue Light"?* Anyway, we were watching the film, and it was just a passing scene, but he heard something. And Yauch's eyes just lit up, and he rewound the scene over and over, listening to that beat.

"Then it was, try to find the soundtrack. Try to record the beat off the TV!" she adds, laughing. "But that's how it was then. Even when we went vintage shopping at the thrift store, I would be looking for clothes, and he would be combing through all the dusty 8-tracks. There was really no separation between them making the record and their everyday passions."

Cabasa takes some credit for introducing Yauch to Buddhism, via meditation, but says his spiritual quest had already begun. "As dusted and as spacey as he could be, he was the one who really took the risks," she says. "He's a poet."

The risk that Paul's Boutique represented, she adds, had an unexpected payoff. Its commercial failure, Cabasa contends, insured the determined trio would stick around, instead of fade away, as expected. "It's kind of cool that (the album) stayed underground, and that people who were really passionate about music appreciated it," she says. "I know it was hard for them, but it also kept them passionate and hungry, and really helped them get to the next level."

* Cabasa may be referring to the 1970 Brian DePalma movie "Blue Manhattan," starring a young DeNiro as a Vietnam veteran, a film which set the stage for his much-better-known role as Travis Bickle in "Taxi Driver" six years later. "Blue Manhattan" is also known as "Hi, Mom."

In Cabasa's recollection, the beat salvaged from this cinematic crate-digging did indeed make the album.

Donny Osmond and the bum rap

It would probably be fair to say that for all the obstacles Paul's Boutique faced in gaining commercial acceptance (a sample-heavy sound far ahead of its time, no obvious hit single, and a marketing strategy that ranged from unorthodox to obtuse) the Beastie Boys didn't finally realize the album was a dead issue until the Donny Osmond incident.

That occurred sometime in late 1989, when the trio went to plead with new Capitol Records president Hale Milgrim for more help in promoting the record. Milgrim (the replacement for David Berman, who had signed the Beasties to a controversial $3 million deal) famously told the stunned trio that the label's priority was an upcoming album by former teen idol Donny Osmond.

"OK, so we've been ditched for Donny Osmond here," Mike D remembers thinking. "Wonderful."

It wasn't quite as insulting a decision as it sounds today, at least not commercially speaking. After being omnipresent on radio and TV with his singing and dancing Mormon siblings throughout the Seventies, Osmond had been off the radar for most of the following decade. But he'd managed to recapture some credibility by recording a few demos at Peter Gabriel's Real World studios in Bath, and those songs got him a deal with Capitol.

In the summer of 1989, he'd reemerged as a trendy, Bobby Brown-lite crooner with a self-titled album and the huge, new jack-style hit "Soldier of Love." The follow-up, Eyes Don't Lie (which was presumably the album Milgrim was talking about) was far less successful; even still, its lone single, "My Love Is A Fire," did manage to chart higher than anything off Paul's Boutique.

Not that the Beasties were about to take the slight lying down. An uncredited radio interview from this era exists in which the trio offer multiple digs at their labelmate, who they claim "makes a hell of a pause tape." Most notably, Adam Yauch lets listeners know about the burgeoning friendship between Mike D and his counterpart "the D-Man," claiming that the duo's favorite activities include "working on dance steps" and "freebasing."


Johnny Ryall is the most famous vagrant associated with Paul's Boutique, but the Beasties apparently had bums on their minds even before that track was completed.

"They had just written 'Egg Man,' and they were making all these jokes about 'bum cheese.' There was a cheese surplus in New York, because the (government) would give the bums cheese and the bums would sell it back to the delis," explains the group's A&R man at the time, Tim Carr. "So every time you'd get a sandwich, you'd say, 'Is that bum cheese?'"

The term, Carr adds, was quickly absorbed into the Beastie lexicon, and wound up a favorite phrase during the making of the album. "It became an expression," he says, "like, 'Man, this is a bum cheese hotel.'"

The Dirt from Dike

At the time Paul's Boutique was released, producer Matt Dike was perhaps the hottest name in the music industry. The co-founder of Delicious Vinyl had worked with the Dust Brothers to create huge hits for Tone-Loc and Young MC, and thanks to his multiple residencies at a variety of clubs he either owned or helped run, he was the unofficial king of Los Angeles.

But Dike, a native New Yorker with broad musical tastes, a background in the arts and an appreciation for the larger-than-life quirks of production legends like Phil Spector, would choose to slip away from the scene he helped create, becoming all but invisible as the Nineties gave way to the new millennium. The interviews he granted for this book are, I'm certain, the first he has done in years, and I don't think he's ever discussed at this length the masterpiece he played such a tremendous role in creating.

A few random thoughts on Paul's Boutique, then, from a man many of his friends unhesitatingly describe as a genius:

*On the Beastie Boys' original plans to work with other producers on the album:

"They didn't wanna be tied down to any one producer initially. It was just like, 'Let's see how it goes'...I guess they wanted to leave their options open.

"But each song sounded cool, and there was nothing standing in the way of doing another one, and then another one after that. And I guess the easiest thing was just to keep going."

*On the making of "Johnny Ryall":

"I always loved that David Bromberg song (the 1972 folk tune "Sharon," which Dike tapped to provide many of the samples for "Johnny Ryall"). To me, that's just the funniest riff. I remember putting that song on, and I was like, 'Don't you know what this is?' But I don't think they did."

(If they didn't, the Beasties evidently found out later. Mike Simpson of the Dust Brothers recalls, "I remember Mike D showed up with an autographed picture of David Bromberg. I think he actually might have met him in the process of getting permission to use this sample.")

*On the element that triggered the creation of "Looking Down the Barrel of a Gun":

"I had Dark Side of the Moon on the turntable, and I was gonna sample some of the ticking off of 'Time'," but I had the record in the wrong place. And I got the clock (chimes) instead, and it was just perfect. Then Yauch pulled out his bass and said, 'Hey, I wrote this song', and he played that doom-doom-doom thing, and there we went."

*On the lengthy process of making Paul's Boutique with the Beastie Boys, Dust Brothers and Mario Caldato:

"Rick Rubin would always say, 'You can't have seven people in a place turning knobs'."

"Hip-hop when you make it, it should be made really fast. Unless you're trying to make a psychedelic
sampling record instead, I guess."

And most tantalizingly, to a generation of Beastie fans that has long believed few outtakes from the Paul's Boutique sessions exist:

"We made a million songs. I don't how many we ended up doing, really, but I have 'em all around somewhere."

Jumpin’ Jackson

Tim Carr, the Beasties’ A&R man at the time of Paul’s Boutique, would occasionally provoke the band’s ire – probably never more than when he suggested the album lacked a surefire hit. Carr tried to make his point by comparing the Beasties single "(You Gotta) Fight For Your Right (To Party)" to the Rolling Stones’ initial smash, "Satisfaction."

The Stones, Carr would tell the Beasties, had managed to escape the burdens of that hit with another signature song, "Jumpin’ Jack Flash." He encouraged the Beasties and their producers, Matt Dike and the Dust Brothers, to come up with a new song that could become the group’s own "Jumpin’ Jack Flash," and put "Fight For Your Right" firmly in the past.

The Beasties wanted to do just that, but had no interest in trying to outdo "Fight For Your Right" with another, obviously commercial single. Carr’s plea would fall on deaf ears; Mike D recalls it being greeted with "disbelief."

However, years later, he found himself more sympathetic to Carr’s position. The female group Luscious Jackson was recording its second album for the Beasties’ Grand Royal label, and Carr was speaking to Mike D about how the sessions were progressing.

"Mike said to me, ‘Oh, Tim, man, I know exactly how fuckin’ hard it must have been for you back then. Because I gotta go have the "Jumpin’ Jack Flash"/"Satisfaction" talk with Luscious Jackson right now'," recalls an amused Carr. "So the shoe was finally on the other foot."

First Impressions

The confusion Paul’s Boutique created upon its release is well-documented. Besides the numerous Licensed To Ill fans who searched without success for a follow-up for "Fight For Your Right" and then discarded the album in disgust, even some of the Beastie Boys’ biggest supporters – like longtime friend Cey Adams and Delicious Vinyl’s Mike Ross – admit they were initially baffled by the disc’s psychedelic collages.

But others who were treated to an early audio peek at Paul’s Boutique responded straightaway to its bizarre charms. Sean "the Captain" Carasov, the Beasties’ former road manager, had become an A&R man for Jive Records by 1989, and was able to play rough versions of Paul’s Boutique tracks to many Jive artists – including A Tribe Called Quest, whom he’d signed to the label – at his New York City headquarters.

"I’d be jamming this shit at my cubicle, and all the cats who were producers, like D-Nice from Boogie Down Productions, and KRS-One, and Q-Tip and Ali – anyone who was a producer would come by and say, ‘Damn, what the fuck is that?’," recalls Carasov. "People who knew music were blown away. I mean, ‘Shadrach," in particular – I’d play that in the office and everybody would just gather around.

"Q-Tip was still a young cat – he wasn’t even as deep as he is now – but he was like, ‘This is some amazing shit.’"

Such responses suggest the persistent notion that Paul’s Boutique was too arty – and too white – to appeal to black listeners is mistaken. "It’s because Capitol aimed it at what would eventually become the Beasties’ audience. They thought they were gonna get the college kids again, who had dug ‘Fight For Your Right’," says Carasov. "Instead they got this album that didn’t fit anywhere, and all these crazy videos, like ‘Hey Ladies.’"

Meanwhile, Mike D’s old friend and bandmate (in the Young Aborigines), Jeremy Shatan, had made no secret of his dislike for the band’s first album, Licensed To Ill. But when Shatan was drafted to help shoot the 360-degree panoramas that would become the cover of Paul’s Boutique, he got an early listen to the band’s new songs – and had a completely different reaction.

"We got into this car and took a hair-raising ride uptown to 101 Park Avenue (an alternate Big Apple site the band had scouted for the album cover). I don’t remember who was driving, but on the way, they played me some of the stuff," recalls Shatan. "There weren’t any vocals on it – it was all instrumentals – but I was like, ‘Michael, this is fantastic! I can’t believe how great this is. This is the shit!

"So after hearing that," adds Shatan, "I was even more psyched that I was working on the cover!"

To read more behind-the-scenes stories from the G-Spot, and for an in-depth look at the making of Paul's Boutique, pre-order a copy of Dan LeRoy's new book, The Beastie Boys' Paul's Boutique, part of Continuum Books' acclaimed 33 1/3 series.

Official Review:

When Paul's Boutique is remastered and re-released, Capitol Records needs to contract with Dan LeRoy to include this book with each album sold. Simply put, the book is the owners manual which should have come with the album. It tells the story of the Beastie Boys' departure from Def Jam, their subsequent signing to Capitol Records and the work that went into making their sample laden opus. But the book is much more than that. Without giving too much away, Dan LeRoy has successfully debunked some of the myths that circulated among fans for over a decade. Instead of repeating the same old "half-truths," the author finally answers questions e.g. was there really a Paul's Boutique clothing store, did the Beastie Boys do a Paul's Boutique tour, and whose vocals are heard rapping on the B-side song "Your Sister's Def?" By conducting new interviews as the basis of his research, Mr. LeRoy has set himself head and shoulders above previous authors. The stories told within this book are largely new, even to us here at! This book is a must have and with a relatively low print run, it promises to be sought after for years to come.

Author's Bio:

Dan LeRoy writes about music and politics for The New York Times; and Billboard online; Alternative Press; The Hartford Courant; National Review Online and the New Times newspaper chain. His work has also appeared in Vibe, Newsweek, Gene Simmons Tongue and All Music Guide, and he is the author of The Greatest Music Never Sold, to be published in autumn 2006 by Backbeat Books. He lives in Connecticut.

Audio: has made the unabridged version available as a free download here.