Having retreated to the mountains outside of their hometown following an intense period of touring, Panic At The Disco was determined to shed some of their emo-rock skin, and instead, focus on writing an album that would reflect their admiration for the music of their parents’ generation (the group’s members are all under, or barely of, the legal drinking age).
“We talked about how all of our favorite records, sonically, were probably from between 1965 and 1970,” says guitarist and main lyricist Ryan Ross. “That was where we started—thinking about how to make a record that sounded more timeless than our first album.”
Drawing inspiration from the Beatles, the Kinks, and the Plastic Ono Band, as well as the lush and eccentric scores of group hero Danny Elfman, Panic At The Disco decided to stand on the shoulders of giants to look for its future sound. As a result, the story behind the making of Pretty. Odd is one of traditional analog-recording tools, classic studio techniques, an affinity for Beatles-era production effects, and elaborate arrangements utilizing non-traditional rock instruments.
Recognizing that they could not concoct songs to the scale of their imaginations alone, Panic sought the council of musical mentor/producer Rob Mathes—the orchestral arranger for the likes of Lou Reed, Jay-Z, Yo Yo Ma, Ghostface Killah, Pavarotti, and Avril Lavigne. Mathes had done his fair share of producing in the past, though pretty consistently for artists of the adult contemporary ilk (Vanessa Williams, Carly Simon). The pairing was a bit unlikely—one that would leave many wondering what the common ground was that attracted these two musical forces.
“An opportunity to record a cover with the band came up for the re-release of Danny Elfman’s The Nightmare Before Christmas soundtrack,” explains Mathes. “Ryan and Brendon [Urie, guitarist] had done a work-up of the song ‘This Is Halloween,’ with guitar and vocals, and my manager had suggested to Ryan that he work with me, as I could orchestrate the song straight down the Elfman route. I got the demo, and I was delighted. They’d totally gone for it—recording all kinds of crazy vocal parts. Ryan and I traded emails, and I told him I was just going to go nuts on it, and write a full orchestral score to match their tracks.”
Mathes met Ross for the first time in the studio during the “This Is Halloween” orchestral tracking sessions. “I had scored these strange licks for contra bassoon and bass clarinet—the kind of parts most pop bands would kind of dismiss, and instead ask me to bring up the guitars in that section,” says Mathes. “But Ryan was like, ‘Let’s take the guitars out of there, and bring the woodwinds up.’ He was really into it.”
At that point, Panic had already begun working on songs for its second album. Being so totally enchanted with Elfman’s soundtracks, Ross and the rest of the band had originally wanted Elfman himself to produce the record. But, at the beginning of last year, Mathes got another call from his manager, asking if he’d like to produce the band’s next release.
“At that point, I’d started doing some more producing—trying to branch out a bit,” says Mathes. “But this is a business of typecasting. If you have a Vanessa Williams credit, it’s almost impossible that you’ll get to produce a Panic At The Disco record. It’s like the motion-picture industry. ‘Rob Mathes? He has done David Sanborn and Michael McDonald. He’s the last person we want.’ So, of course, I said yes.”
Panic first demoed the Pretty. Odd songs at the band’s home studio in Las Vegas.
“We have a pretty basic demo-recording setup in Spencer’s [Smith, drums] house,” Ross says. “We have a few mics, and we use Apple GarageBand and Pro Tools LE. Our demos never sound that good, but we like the process of recording ourselves.”
As the main songwriter for A Fever You Can’t Sweat Out, Ross says that he collaborated much more with his bandmates on the songs for Pretty. Odd.
“Jon and I wrote a lot together on guitar,” he explains, “and we both did a lot of writing on our own, as well. Brendon has a couple songs on the album, too. This time around, we were all really involved.”
Functioning as producer, guitarist, keyboardist, and arranger on Pretty. Odd, Mathes dug in deep with Panic to mold their rough songs into elaborate orchestral numbers.
“Rob was a total fountain of knowledge for us,” says Ross. “Anything we wanted to know, he either already knew, or he could help us figure it out. He has gotten me closer to the music in my head than anyone else. He’s the first person I’ve met who truly understands the music we’re trying to make.”
“Conceptually, they wanted someone who could make their music into an event,” adds Mathes. “They wanted to say, ‘Welcome to the sound of Pretty. Odd. They wanted the record to be this festival of vibes. People will hear references to Sgt. Pepper and Brian Wilson’s Smile—in that the music is so peculiar in this beautiful way—but it’s still so Panic At The Disco.”
Working closest with Ross throughout the entire production, Mathes says he was enthralled with the young artist’s tastes.
“When Ryan goes home at night, he’s listening to Danny Elfman and Alfred Hitchcock scores,” says the producer. “If he’s listening to the Beatles, it’s a George Harrison solo record, or the song on Yellow Submarine that no one likes. I told him early on that anything he wanted to do musically—anything at all he could dream up—we could do.”
In order to achieve such lofty goals, Mathes needed to find an amazing recording engineer. Enter NYC-based engineer Claudius Mittendorfer, once the assistant, and then tracking engineer for Rich Costey (Muse, Interpol, Franz Ferdinand, The Mars Volta). With the right personnel in hand, Panic hit their hometown’s top-of-the-line recording facility, Studio At The Palms in October 2007 to begin tracking.
Laying Down Basics
As soon as the members entered the studio, the band went straight to work on “Nine In The Afternoon,” the album’s first single. Everyone had agreed in an early meeting with Mittendorfer that the band would track live to tape.
“In our initial conversations—and on ‘Nine In The Afternoon’ specifically—the biggest point we wanted to get across was that we wanted to sound like a real band,” says Ross. “Tracking this album live to tape was totally new to us, and it immediately made everything more organic sounding. It also helped us change and develop our parts during tracking, because we’d do ten complete takes of a song, instead of comping every little piece together, and we tended to change what we were playing each time. We ended up with some really cool stuff that we wouldn’t have played had we recorded the parts separately into a DAW.”
“We just recorded a bunch of takes—circa 1968 recording style,” adds Mathes. “I would listen to all the takes, put together an edit, and then we’d do a few overdubs. But the basic tracks—guitar, bass, drums, and piano—were preserved as one performance we could work from.”
Like many songs on Pretty. Odd, “Nine In The Afternoon” is energetic pop rock super-sized by huge vocal harmonies and enormous string and horn sections. However, at the core, Panic is a naturally animated band, and having been captured honestly, theirs is a rock sound that stands out even within the lush Mathes arrangement.
Mittendorfer captured a variety of sonic personalities by first meeting with each member to discuss a variety of possible sounds for their respective parts.
“You always want to have a few options in the end,” says Mittendorfer. “You want to get an edgy sound, and go for an extra flavor, but you want to have a way out of that sound, too. So I always had two amps running when recording Ryan’s guitars. For example, one would be a traditional clean Fender Twin sound, and the other would be some glitch-y, freaked-out amp. Most of the time, the two amps summed together would make up the sound we were going for.”
The tracking setup placed Smith’s drum kit in the large live room, guitar and upright piano in the two isolation booths, and bass in a third isolated alcove. All tracks were cut to a Studer A827 Gold Edition two-inch, 24-track recorder using RMG 900 tape aligned to +6/185, and synced to Pro Tools using Audio Kinetics synchronizers. This left Mittendorfer a total of 22 tracks to work with (minus two tracks for a click and timecode).
“Every song’s core was tape-based,” he assures. “Only the overdubs were done straight to Pro Tools. On certain songs with minimal overdubs, such as ‘That Green Gentleman,’ about 75 percent of the song was actually cut to tape live in the studio.”
There is a ton of variety in the guitar sounds on Pretty. Odd. For example, for the lead guitar on “That Green Gentleman,” Ross wanted a dirty fuzz guitar sound or, as Mathes describes it: “Something like the old Hiwatt amps Pete Townsend used where the sound is like metal, but it’s not hyper distorted. It’s edgy, but clean enough so that you can hear the chords. To get that nasty, yet really close and direct-sounding distortion, I ran the guitar into a Radial DI with a Jensen transformer, and then routed a Neve 1081 preamp into another 1081. Even though hitting the tape mellowed out the sound a bit, I still had to use a low-pass filter, because fuzzy guitars can get unbearably bright.”
For the pop-rocker, “When The Day Met The Night,” Ross wanted to make a unique sitar sound with his guitar. The guitarist describes his signal chain as “a combination of a Korg Kaoss pad used as a filter, and a Danelectro sitar pedal mixed with an EBow to get a smooth sound with almost no attack, and some reverb to really widen the track.”
On most of Ross’ lead-guitar parts, Mittendorfer miked the guitarist’s Fender Twin Reverb with a Royer R-121, and his Vox cabinet (with either a Vox head, or a 36-watt Satellite Atom head) with an active Royer R-122.
“I mic the amps roughly two inches from the grille, and a little off center of the cone,” describes Mittendorfer. “It’s always helpful to use a flashlight to actually find the center, before you try to go a little off to the left or right of the cone. I try to get as close as I can without annihilating the microphone, but as the active Royer can’t take as much volume level as the passive one, I can only get within two inches. To combat phasing issues, I have to place each mic at an equal distance from the cone—hence my two-inch rule.”
On Smith’s drums, Mittendorfer switched mics on a song-by-song basis. Mimicking his approach to recording guitar, sought to capture two disparate drum sounds per song—the first being a clean, straight rock kit, and the second being a more distorted, vibey kit that would ultimately be mixed slightly under the straight sound.
“I would get a core drum sound—kick, snare, overheads, and room mics—that was pretty clean and uncompressed,” he says. “I wouldn’t even EQ the overheads. I’d just get a nice level to tape, and be done with it. But, I’d add a second kit sound that was heavily compressed, vibey, and dark to help fill out the mix, and give the drums some character.”
For his room sounds, Mittendorfer used two stereo pairs, one near and one far.
“A lot of times, the bombastic room sound didn’t fit with the songs we were recording, but I wanted to record them for the fills,” he notes. “I used a pair of Coles 4038s that would naturally create this other ‘mono-fat-compressed’ kit sound. I’d run them through the Chandler TG1, and that would be my ‘exciting drum sound.’ In that sense, the close mics I used were really just for extra attack on individual parts of the kit.”
The main kick-drum mic was a Soundelux ifet7, which Mittendorfer switched off with an AKG D12 if the sound needed a bit more of a modern edge. Mittendorfer got a “vibe-y” alternate kick sound using a Brauner Phantom C that, due to the proximity effect, added some sub low-end sounds, and a bit of natural distortion.
As for mic placement on the kick, Mittendorfer says, “I placed the two mics directly next to one another, about two inches back from the front head—which had a hole that wasn’t directly in the middle. I would generally keep the mics centered, looking at the beater. If that didn’t give me enough attack, I would move the ‘clean’ mic to the side of the hole, angled in and aimed directly at the beater.”
Mittendorfer miked Smith’s snare with a Josephson e22.
“I don’t really mic the top and bottom of the snare, but, sometimes, I’ll hang a Crown PZM mic below the snare to pick up a little of the kick, and a little bit of the snares,” he explains.
"Because the PZM is not set on a surface, it sounds really weird, and, actually, it can be quite a useful sound. On one song, I put the PZM on the side of the snare and heavily effected it with reverb. On another, we put a PZM inside a big metal trash can right next to Spencer, and that sounded really good. Basically, as every song was a clean slate, and, as we were tracking live, I was changing and tailoring the setups for the edgier sounds on each song.”
Mittendorfer says that he, in part, applied the Glyn Johns technique to mic the drums on the last three songs of the album, using two Coles 4038s—one set up above the kit, and one off to the side, next to the floor tom.
“I would add in two mics to capture the cymbals better—two DPA 4011s as overheads—measured out to be the same distance from the snare as these two 4038s,” he explains. “It’s pretty simple. That ended up being the overall setup on the kit and cymbals.”
Recording the Bass
Mittendorfer usually had three signal paths going for Jon Walker’s bass—one capturing a clean direct sound (courtesy of the Radial JV DI), one for Walker’s main Ampeg SVT amp (miked by a Neumann FET47 placed about a foot away), and the last from the back of the SVT head (which he would later effect for Walker’s “weird” bass sounds).
“Jon brought this Gibson SG bass guitar that had literally no top end—which, at first, concerned me, because that modern rock bass sound is all about that fret-buzzing, heavy attack sound,” says Mittendorfer. “But, ultimately, the bass he used was a welcome change, because it was totally out of the way of the guitar and piano. It just sat really low, and never got lost.”
Walker’s creative use of bass effects added a whole new dimension to the album.
“On a few songs, he used this tiny little combo with reverb on it—which was kind of interesting,” says Mittendorfer. “I don’t think I’ve ever put reverb on a bass track, but this made for a springy, bright bass flavor that didn’t really sound like reverb at all. We’d run this effect, or I’d add a little distortion to the top end on the third channel, to get a livelier sound. But, of course, we always had the clean DI to fall back on in case we wanted to re-amp him or something. It’s wise to always have at least one direct sound recorded in case you get too crazy with effects.”
Recording Panic’s upright piano to tape was a “rare treat” and “opportunity to use some interesting effects” for Mittendorfer. Once the instrument was set up in the studio’s isolation booth, Mittendorfer says he removed the piano’s front panel to expose the hammers.
“For a traditional piano sound, I placed a stereo pair of mics on the hammer side. But for my weird piano sound, I’d have one mic at the hammer side, and another mic in the room. The second mic was run first into a Lexicon PCM 42 delay before going into a DI to get a weird modulating delay on the piano.”
Urie’s lead vocals were recorded in a deadened portion of the main live room that was closed off with tall gobos. The signal path was a Neumann U47, Neve 1073, and a Universal Audio 1176 (set to light compression) before hitting tape. Changing his approach ever-so-slightly, Mittendorfer set Ross up for his lead vocals in the piano booth for a closer, more intimate sound. He captured the guitarist’s voice with a modified Apex 460 sent through the same 1073 to 1176 chain.
The three-part harmonies and group vocals were tracked around a single mic.
“Doing the harmonies with three of us singing at the same time was really hard, but I really like how it sounds—it’s not exactly perfect,” notes Ross.
To capture the background vocals, Mittendorfer set up a Neumann M149 in the middle of the main live room, and placed the three performers in a triangle around it, allowing a few feet of space between the singers to bring some of the room’s ambience into the vocal track.
As with every other basic track, Mittendorfer recorded an effect-heavy alternate to the main clean vocal.
“Walker came up with a cool trashcan vocal sound for ‘The Piano Knows Something I Don’t Know,’ says Mittendorfer. “Next to the U47 vocal mic, I set up an SM57 plugged straight into this tiny Orange practice amp placed face-up at the bottom of a four-foot tall metal trash can. Then, I placed a U87 set to omni at the top of the trash can. I patched the signal through the PCM 42 in the “x2” mode for a lo-fi sound, and I also put a tiny bit of a delay on it—about 250ms—to give the vocal some extra space.”
Strings in the Beatles’ Hood
Throughout the songwriting and recording process, Mathes sang or played his orchestration ideas for the band, leery of using any kind of synthesized stand-ins.
“We did our best to hear what he was coming up with in our heads,” says Ross. “Some of the parts he arranged are based on melodies that were on our demos, and some are just his ideas, or his interpretations of our suggestions. For example, we wanted ‘When The Day Met The Night’ to sound like summer. On another song, I asked him to make it sound like you’re in the middle of the ocean.”
Abbey Road Studios One and Two happen to be Mathes’ preferred environments for string sessions, and so it was his suggestion—not the band’s—that they do orchestral tracking there. But the band became excited about the sessions when the members discovered that senior engineer Peter Cobbin mixed two records that piqued Ross’ interest: the 1999 re-issue of the Beatles’ Yellow Submarine, and Elfman’s Charlie & The Chocolate Factory soundtrack.
“Ryan was passionate about not making the record sound too ‘good’ in the mixing stage,” says Mathes. “He wanted it to sound like the Plastic Ono Band records, and the early McCartney solo records, where you’re actually hearing the songs as they would have been performed—not some kind of astonishing sonic manipulation.”
Mixing at Abbey Road
Mixing Pretty. Odd in Studio Three at Abbey Road on a 96-channel SSL 9000 J console, Cobbin says he also utilized the room’s other console—an original EMI TG 12345—as well as EQ units, compressor/limiters, and effects held over from the Beatles era.
“Based on my talks with Rob and Ryan, I was prepared to be experimental,” says Cobbin, “They wanted me to go a little wacky. After spending some days going through the songs, I scoped out my gear and began to set up a mix chain.”
Cobbin took a kind of minimal approach to the main rhythm tracks.
“There was enough proper acoustic perspective, because everything had been recorded so well, that I was able to keep everything fairly natural, but still build on each sound using some of the distorted and grittier options Claudius captured. I wouldn’t use all of the bass tracks, for example, but I would filter the bass DI track, and pan that very low-end sound up the middle. Then, I’d take one of the edgier bass sounds, and pan it off to the right to spread the sound of the bass throughout the stereo image.”
Cobbin adds that he also employed some mixing tricks from the Beatles heyday.
“I fed the drums through a pair of antique EMI RS 124s, which are heavily EMI-modified Altec compressors. As far as limiter/compressors go, that’s the sound of the Beatles.”
Ross feels Cobbin had the biggest impact on the vocal sounds on Pretty. Odd.
“The vocal sounds changed quite a bit during the mix stage,” he says. “For example, I really like the dryness of the reverb on the vocals for ‘Pas De Cheval’. It sounds like one of those old Animals records, with that R&B kind of soul reverb.”
“How I did that was by running the vocal through the RS 124, and then sending the signal to a tape machine for some tape delay,” explains Cobbin. “Actually, the tape acts like a pre-delay, and, in effect, that keeps the perspective of the vocal quite dry. I’d also vary the tape speed to match the delay to the pace of the song. Then, I brought the pre-delayed signal back to the console, and sent it to one of the studio’s tube plate reverbs. That signal chain gives you this very pleasant ‘after sound,’ without the reverb effect washing the vocal out.”
In some cases, the original tracks were so well isolated that Cobbin simulated some track bleed to create a more vintage live-in-a-room sound.
“For example, I might have the piano panned hard left,” he says, “but I’d run the signal into a chamber reverb, and pan the reverberated sound hard right. That added some faint ghosting that sounds like signal bleed, and it also adds a bit more character to the piano sound. In addition, I ran most of the piano through an original EMI RS 127 EQ—arguably, one of the first pieces of outboard gear. It’s an EQ that was used extensively through the ’60s, and it was one of the main EQs used on Beatles sessions.”
Cobbin didn’t stop there. He constantly added some choice Abbey Road signature touches to the Panic mixes. To make “I Have Friends in Holy Spaces” sound like it’s playing on an old record, he sent the console mix to a single Celestion greenback speaker (famously used in guitar cabinets), and miked it with one of the oldest ribbon mics in the world—an EMI double ribbon stereo mic designed and built by Alan Blumlein. On a couple of songs, Cobbin ran the guitars and vocals through a 1968 Leslie cabinet miked with the Coles 4038 that was used as Ringo Starr’s mono overhead mic. He also employed Beatles-era effects such as ADT (Automatic Double Tracking), and tape phasing and flanging. For “Nothern Downpour,” he cut an acetate of some vocals and acoustic guitar from the song’s end, tossed the disc on the carpet, and swirled it around with his foot until it played back with just the right balance of static. Then, he made a loop of the sound for the song’s introduction and outro. (“It plays low in the mix throughout the song, as well,” Cobbin reveals.)
Arguably, it’s Cobbin’s skillfully devised effects and creative use of panning that adds the enduring quality to Pretty. Odd, leaving listeners with a lot of sonic quirks to rediscover on repeated listens. Is Pretty. Odd modern rock’s answer to Sgt. Pepper? That’s a lofty claim that would leave many critics scoffing, but Panic At The Disco’s latest album undeniably stands heads and shoulders above most other radio-ready releases you’re likely to encounter this year.