Elvis Costello and The Roots Record 'Wise Up Ghost'

Costello, Questlove, and engineer/producer Steven Mandel reveal the process of making their groove-laden, song-driven, totally new, occasionally familiar-sounding album, Wise Up Ghost

NEVER MEET your heroes. . . . What a crock that adage is. People should say the opposite: Always meet your heroes. And when you meet them, ask them to play with you.

Engineer/producer Steven Mandel counted himself a lucky man when his long association with The Roots led him not only to meet Elvis Costello—one of his musical heroes— but also to work with him when Costello first visited Late Night With Jimmy Fallon, where The Roots serve as Fallon’s brilliant, versatile house band.

In November 2009, Costello was promoting season two of his Sundance Channel series, Spectacle: Elvis Costello With..., a show—it is worth noting here—that displayed the inspired magic of musicians meeting. Costello didn’t have a new record to push, so he performed a couple of rearranged hits with The Roots, including a version of “High Fidelity” that only serious fans would have recognized.

“I was able to participate in choosing which songs to play, and I chose this obscure live arrangement of ‘High Fidelity,’ which was released as a bonus track on one of his CDs,” Mandel says. “I could just hear that Questlove would sound great playing it, and Kirk [Douglas, Roots guitarist] sang backing vocals. That was the first time that Elvis played with The Roots and felt the power of the band behind him. I think that was the spark.”

Almost exactly one year later, Costello returned to the Fallon show to do a couple of songs from his then-current release National Ransom, and a version of “Stations of the Cross”—with Costello on keys, guest John McLaughlin on guitar, and The Roots playing a fresh, groove-y arrangement punctuated with jazz horns—offered a clue that this musical relationship between Costello and The Roots was coalescing into something damn exciting.

Meanwhile, there was a lot going behind the scenes, as there apparently always is at the Fallon show.

“Most talk shows start shooting at 5:30 or 6 in the evening, but on our show we take a lot of meticulous measures to make sure everything is perfect, so everyone is required to get here at 11,” says Questlove. “There’s a lot of downtime. And our dressing room here is also our recording studio. We’ve made albums here; we made Undun [2011] here. But we also have a lot of time to work on ‘meaningless’ musical projects, meaning stuff that may never see the light of day, or maybe only our friends will hear. When we first came here, Steve Mandel was like, ‘Why don’t we make a Squeeze tribute record?’ And we were like, ‘Okay.’”

“We asked Elvis to do a song on the Squeeze tribute and he did ‘Someone Else’s Heart,’ and it came out incredible—really sick,” Mandel says. “That was the first time I got The Roots and Elvis to record together.”

“He liked the results of that, and he was like, ‘Why don’t we work on some stuff?’ he didn’t have a label, and we didn’t know where it was going; it was just like, let’s see what happens,” Questlove continues. “So we said, ‘Come back tomorrow at 7 p.m.’ This went on for a year-and-a-half.”

“Then I came back in to do some Bruce Springsteen songs [during Fallon’s ‘Springsteen Week,’ February 2012]. We’d covered a fair amount of musical ground. There was no agenda other than to make music, which is unusually difficult to achieve. You do this all the time on your own, but the decision for two recording entities to start working together can sometimes be tripped up by too many committees, so we didn’t let anybody know we were doing it,” Costello says.

During those early stages of the collaboration, Costello would make personal demos, and begin a back-and-forth musical conversation where temporary parts would be invented and reinvented, until permanent parts were laid down. The first tracks they made incorporated some existing Costello lyrics, reset in new music. The song “Wake Me Up,” for example, borrows from the title track to the Costello/Allen Toussaint album The River in Reverse (2006) and from “Bedlam” off of The Delivery Man (2004).

“‘Wake Me Up’ captures the true essence of what happens when you do something like this. If somebody said, ‘What came out of that collaboration?’ ‘Wake Me Up’ would be one of the first things I’d play,” Mandel says.

“Elvis sent over some crazy demo of him singing over a loop. I think he made it in Garageband: Elvis Costello, sitting at home using Garageband, looping . . . I don’t remember if there were four or eight bars, but it was part of the song ‘Chewing Gum’ from Spike [1989], and he sang the lyrics of ‘Bedlam’ and ‘River in Reverse’ over that and sent that to me. You know, like: ‘Here.’ And I was like, ‘Okaaaay, I’m trusting Elvis. He must know what he’s doing. He’s Elvis Costello.”

Costello admits he went out on a limb sometimes, actually, but that was part of a process of zeroing in on the idea that would catch fire. “You might try something that sounds, in isolation, berserk,” he says. “Steven is good at keeping his nerve while you’re going through that process of taking that berserk idea and bringing it into focus until it is actually the thing which lights up the track. I appreciate that kind of tenacity.”

“So, I passed this along to Ahmir [‘Questlove’ Thompson ] and said, ‘What do you want to do with this?’” Mandel continues. “And he’s like, ‘Let’s record drums for it and then re-record it.’ He didn’t play drums over the demo; he re-imagined the demo and then played drums at a much slower tempo in a totally different way, which made me like, ‘Okay, that sounds nothing like the demo Elvis just sent us,’ but Ahmir’s like, ‘Trust me; I know what I’m doing.’

“So I took those drums—just drums—to Vancouver [where Costello lives part-time] and said, ‘Okay, Elvis, these are the drums for that demo you sent over,’ ‘Bedlam in Hell,’ or whatever he called it. And he was totally accepting of Ahmir’s response. So, we proceeded to do bass and guitar and Wurlitzer, all by Elvis on that song, and then vocals.”

Costello cut a lot of his parts in Crew Studios, a new-ish mid-sized facility in North Vancouver, where Mandel auditioned several vocal mics for Costello and settled on a prototype CM12SE from Advanced Audio Concepts.

“My favorite Elvis albums are the two from 1986, Blood and Chocolate and King of America, where if you listen to a song like ‘Little Palaces’ [King of America] or ‘Battered Old Bird’ [Blood and Chocolate], the vocal is right up in your face, really direct, really clean, like Elvis is standing right in front of you, and this mic was just doing it, especially that prototype we used in Vancouver.”

Some of the instruments Costello played at Crew were later replaced by The Roots, either in the Fallon studio or in Questlove’s studio, House Called Quest, in Philadelphia. “We had a lot of the vocals done early, and then we just knew how to build around that,” Mandel says. “Kirk Douglas overdubbed a guitar part in New York. We did horns in Philadelphia with Matt Cappy and Korey Riker—just two guys, trumpet, and sax—and that was it. It’s a spacious sort of song where you want to put the right elements into it but not fill it all up necessarily. A lot of this album was about maintaining space and air—not every thing is filled up by an instrument. There’s room to breathe.”

Astute listeners will recognize lyrics and musical moments from Costello’s catalog in other songs as well. Lyrics from “Pills and Soap” (Punch the Clock, 1983) and the title track on National Ransom appear in the spare, mostly keys-and-beats track “Stick out Your Tongue.” The lyrics to “Invasion Hit Parade” (Mighty Like a Rose, 1991) comes into play in the funky new song “Refuse to Be Saved,” and there’s a nugget of the guitar part of Rose’s “Hurry Down Doomsday” in “Grenade.” However, Questlove was clear from the beginning that he did not want to make a collection of Costello remixes.

“By the third time [Costello visited the Fallon show], we had a rhythm going, which was to remix songs. But then I kind of put my foot down because it was starting to be like Elvis songs remixed by The Roots, and critics and fans are very jealously guarded about Elvis’s work. I didn’t want to look like some crazy experiment; I wanted to make an Elvis record that Elvis die-hards would put in their Top 10.”

“I didn’t want to do literal remakes,” agrees Costello. “but there was a rhythm that developed, and that was one of the starting points of the collaboration. In the case of ‘Stick out Your Tongue,’ the juxtaposition of ‘Pills and Soap’ and ‘National Ransom,’ these songs are separated in time but they’re linked in content.”

Costello says that as he understood more and more about the possibilities presented by the musical dialogue, he found it increasingly “provocative.” And for a songwriter like Costello, it doesn’t take much provocation for wonderful things to happen.

“It amazed me,” Questlove says. “He can write to a heart beat. He can write to a pin tapping on a table. A lot of songs started with a bare-bones drum beat, and he would imagine the rest.”

Whether they were fashioned from old and new ideas, or were newly born for this album, most of the tracks on Wise Up Ghost came together in a similar manner to “Wake Me Up,” with lots of give and take as parts were cut, cut away, and replaced. But a couple of songs were recorded live, testing the limits of The Roots’ backstage studio.

“Since day one, Ahmir and I have done what we call guerilla recording,” Mandel says. “We use what we’ve got. We’ve got to get it down now and move on to the next thing, and whatever mic we’ve got, whatever compressor, link them all up and hope for signal flow and let’s get it recorded.”

Mandel’s reluctant even to talk about things like studios and equipment, feeling that whatever gear he was able to grab to nail down these tracks is besides the point. He says the studio is pretty much an undedesigned, nontreated “janitor’s closet” that barely fits the bandmembers, with another closet-sized space attached for Questlove’s kit.

“The main thing I want to get across is, I’m lucky to be working with such great musicians,” Mandel says. “Quest is probably the best drummer on the planet. I’m not going to say it doesn’t matter which mics or what platform we use, but it hardly matters in the end. I’m not saying we don’t like nice things, but nice things are not always around. I just have faith that I’m working with really talented people. I just have to record it, be invisible, and know that people are going to love it because it’s great.

“Besides,” Mandel continues, “what inevitably happens with Quest is, I’ll record 15 or 20 different microphones on drums, and we’ll go to mix and pull all the faders down, bring up the microphone I have set up in the corner of the room by accident, and that’s the one he loves. He’s like, ‘Oh, what mic is this?!’ And I’m like, ‘Um, a 57?’ and he’s like, ‘Man, I never heard a 57 sound like that!’ And I’m like, ‘Well, it’s all the way up by the ceiling. I was cleaning up and I just put it up there. . . .’ And he’s like, ‘That’s the sound I’ve been looking for!’”

Mandel is only partly joking. Questlove sheds some light on what he likes about fewer mics, farther away: “I spend a lot of time listening to Pro Tools reels of old albums and trying to guess how they got the sound,” he says. “I got the [Michael Jackson] Off the Wall record for my birthday, and that week I was playing ‘What would Bruce Swedien do?’ in my head. Or I’ll get Talking Heads stuff or Stevie Wonder. And what I noticed is that with records I particularly love, they don’t use that many mics.

“So, on a song like ‘Sugar Won’t Work’ [on Wise Up Ghost] we only placed a Royer ribbon mic behind me, slightly above my shoulders, and I put a Shure football mic in front of the kick drum—not in front of the kit where the other mics go, but behind, where the beater is. It gives you a snap like nothing you ever heard.”

“Sugar Won’t Work” was one of the two tracks that were recorded live at the Fallon studio. It started out as a very spare song with subtle keys taking a backseat to the rhythm and that ultra-present vocal Mandel was talking about. “Sugar” is also one of the few songs that includes a Costello guitar part.

“I think this may be the only record I’ve made that I don’t play any tremolo guitar,” Costello points out. “I didn’t consciously keep away from that sound, but there’s absolutely no tremolo guitar, even though it’s been very much a signature of mine. The first record I ever made where I kind of felt like I knew what I was doing— where I felt like we got the sound that I had in my head—was ‘Watching the Detectives,’ and that’s really founded on a tremolo guitar figure.

“Kirk obviously plays the bulk of guitar on this record, but I play an ES300, which is a kind of jazz guitar, on ‘Refuse to Be Saved,’ and a Kay baritone guitar on ‘Stick Out Your Tongue’ and ‘Sugar,’ but that sort of registers as bass. The trio that cut live was Quest, Pino Palladino [bass] and me—more like two basses but no guitar—and Kirk added his guitar afterwards.”

Also added later (much later) were orchestral parts, arranged by Brent Fischer; like all of the elements, these orchestrations—integrated into several tracks—were used judiciously, preserving the air and coolness of the tracks. They’re most pronounced in the intros and outros of songs, yet they exponentially increase the drama and beauty of the album overall.

“We had an eleventh-hour epiphany,” Questlove explains. “Some of my all-time favorite string arrangements are by Clare Fischer. I wrote about him in my book [the recent best-selling musical memoir Mo’ Meta Blues]. He worked on Prince’s albums, he worked with The Jacksons, he worked with Rufus. In black music, when you wanted lush string arrangements, Clare Fischer was the guy you called. Unfortunately, Clare passed this year. He was 84. But his son, Brent, had been working at his side for 30 years. Brent was at the Grammys last year to receive a posthumous Grammy for the last album Clare did [Judie Tzuke’s Ritmo, 2012], and I was like, ‘The reason Prince is one of my favorite artists is the work you guys did on his records,’ and asked him to work on this. So this is Brent Fischer’s first project without his father, and man, he absolutely positively made this into a whole new record. It’s so lush and beautiful. It’s still dark, but it’s a whole new record now.”

Wise Up Ghost ends with “If I Could Believe,” a gospel-style piano ballad about faith and doubt. Costello’s vocal on this is everything his fans wish for—sweet and mighty, with that occasional little catch. It features Questlove on drums, Pino Palladino on bass, and Ray Angry playing a Yamaha Motif keyboard. All tracked live in that little “janitor’s closet.”

“Ahmir was in his booth, and the other three guys were pretty much right on top of each other,” Mandel says. “When you listen to the a cappella, you can hear the bass and a little drums creeping through, and when you listen to the instrumental, you can hear a little Elvis creeping through, but it worked. That’s my whole point. You can isolate everybody and it might sound worse than if you have them all in the same room. ‘Believe’ might be the best-sounding song on the record, and it was recorded in—not the worst possible conditions, but certainly nothing close to ideal for an Elvis Costello and The Roots song. That song is just drums, piano, bass, and vocal. I guess that would be another reason why it maybe sounds as good as it is because it’s sort of uncluttered and quiet. ‘Sugar’ was the same setup; it’s a little bit of a louder song, so there was more bleed coming through all the microphones, but coincidentally, that happened to work sonically for what we were after, for that particular song, a ‘Luck Be a Lady Tonight’ kind of thing. . . .”

Mandel counts himself lucky, but he obviously brings a lot more than luck to the party. He has just shepherded two pretty different, very busy “recording entities,” as Costello put it, into making one of the coolest, most surprising, and beautiful records of the year. Most of us dream of meeting our idols. Mandel got his to make a full-length album with The Roots, and they were all happy to do it.

“I want Steven to get the full credit that he deserves for this record because he has worked tirelessly to narrow the distance between our different perspectives of music,” Costello says. “He brought the talents of The Roots members to bear on the skeleton of ideas I may have suggested. And he kept us out of the danger that you can get into when you keep adding; you can lose intensity as you add, because the raw thing that you liked initially becomes buried. He’s very good at cutting stuff away. I think he’s done remarkable work.”

Electronic Musician and Mix contributing editor Barbara Schultz thanks her musical heroes for never disappointing.


“I laugh when certain rappers and MCs have all these gargantuan, Van Halen, brown-M&Ms-only demands on their rider. I once saw someone cancel a session because they didn’t have the proper gouda cheese and Merlot. I’m dead serious. There’s no gouda cheese and Merlot? I’m outta here. Personally, I’m more comfortable creating albums in uncomfortable circumstances. Our dressing room is only made for six people, and on average there’s always eight to ten people here. It’s like the size of a closet. I fit my drums inside a changing closet, and Elvis just sang his vocals in the break room. It’s a very unromantic, unglamorous atmosphere, but I work harder when I don’t have any distractions. I’m one of those people who can’t really record in a lavish environment, or I’ll just get too comfortable. ”


“I remember the trick [engineer] Gabe Roth taught me from the Dap-Kings when he was engineering the Booker T album [The Road from Memphis, which Questlove produced]; I’d never seen someone mike the snare bottom mic all the way to the floor. I was used to putting it as close to the skin as possible, but I realized, man, you’re really killing the compression; especially with ribbon mics. They should be as far away as possible. So I’m now discovering that the farther the mics are away from the drums, the more sweet sound I can get.”


“When the show was over, we actually just went back to our bandstand and recorded [instrumental tracks for the song ‘Cinco Minutos Con Vos’ (‘Five Minutes With You’)] through TV filters. [The show] has all these compressors that are specifically for TV that give you an awesome warm sound. It’s all digital, but it just felt warm. I definitely want to do more experimenting with playing out on the floor. You just have to wait till the janitors and everybody’s gone.”