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Liner Notes › Face Dances


Roger Daltrey Vocals 
John Entwistle Bass Guitar and Vocals 
Kenney Jones Drums 
Pete Townshend Guitar, Keyboards and Vocals

Produced by Bill Szymczyk for Pandora Productions 
Engineered by Bill Szymczyk and Allan Blazek 
Recording Assistant Engineer Teri Reed 
Mixing Assistant Engineer Jimmy Patterson 
Recorded and mixed using MCI consoles and tape machines 
Sleeve Concept and design by Peter Blake [Blake's most famous album cover was for Sgt. Pepper's Lonely Hearts Club Band. It was his idea to commission portraits of The Who from the top British painters. Francis Bacon was one notable refusal. The paintings are below with the artists' names under them.] 
Graphics by Richard Evans 
Back sleeve photography and reference for the portraits by Gavin Cochrane (except the first and last Pete paintings by Brian Aris). 

Bill Jacklin

Rostrum camera photography by Paul Hutchings 
Canvases made by Jim Moyes Compendium of Working Possibilities 
Paint Box by Clive Barker [NOT the author of Hellraiser. This Clive Barker was a sculptor in the British pop art movement of the 1960's as were many of the other contributors to this album's cover.  An odd coincidence as Pete claimed in 1965 that The Who were part of that art movement.] 
Peter Blake would like to thank Chrissy, June Andrews and Chris Chappel.

Pete would like to thank Chris Ludwinski at Eel Pie, Soho, Ken Deane at Warner Bros. Studios, Los Angeles, Atlantic Studios, New York, John Walls at Air London for help with the demos, Billy Nicholls for help with the backing vocals and also thanks to Rabbit [John Bundrick] for help and inspiration on 'Another Tricky Day'. Thanks Mo - it's great to be home.

Tom Phillips

Colin Self of Norwich

Face Dances was originally released as Polydor 2302 106 (WHOD 5073) on March 6, 1981. It reached #2 in the U.K. It was beaten at the top of the charts by Adam And The Ants' Kings Of The Wild Frontier which, according to Richard Barnes, sold nine more copies! 
Entered the Billboard charts in the U.S. as Warner Bros. WB HS 3516 on April 4, 1981; it reached #4. The chart topper at the time was Styx's Paradise Theater
Face Dances was awarded platinum status (1 million sold) on September 18, 1981.

The original vinyl pressings of Face Dances included a full color poster of the cover art.


Liner notes by Brian Cady

The album's original title was simply The Who. Face Dances was a last minute substitution. Pete Townshend: "There was a girl that I knew and she was sitting looking in the mirror and she had a match between her teeth [which she was moving to a beat] while she was doing her eyes. I said to her 'face dances' and she just laughed. It was only later that someone pointed out to me that in the Dune trilogy there are a group of characters called 'face dancers,' sort of like chameleons; they can change completely for special purposes. That must have stuck in my head because I really loved the first one." "Face Dances, Part Two," which appears on Pete's All The Best Cowboys Have Chinese Eyes, was written after the Face Dances album was recorded and was never offered to The Who.

Richard Hamilton


Michael Andrews

Face Dances began with an auspicious $12 million contract by The Who to record three albums with a new label, Warner Bros., signed in December 1979 or January 1980. Shortly before, Pete had also signed a handsome contract with Atlantic Records to record as a solo artist. Never the most prolific of writers, Pete now found himself having to supply songs for both his band and himself. In addition Pete was itching to take the band in a different musical direction. Pete Townshend: "Empty Glass wasn't particularly avant-garde, but it was interesting to me because I was able to do the kind of variety of material that The Who used to do. On our first two albums we did stuff that ranged from comedy songs through tender love ballads to just general insanity. Having enjoyed it as a solo performer I thought why can't the band do it?"


As if the contracts and the increased workload were not pressure enough, Pete's personal life was also collapsing. His wife Karen had kicked him out of the house for his excessive drinking and for the first time since 1967 he began using drugs, in this case cocaine, while living the high life in London and running through a succession of mistresses. Pete's solo album Empty Glass may have been selling very well, but Pete was becoming an emotional mess, falling in love with unattainable women, racked with guilt over the death of eleven Who fans in Cincinnati and his own place as a rich member of the English society he had once held in contempt.

Pete was not the only one with troubles at home. Both John's and Kenney's marriages were coming to an end around the time of the recording of Face Dances and both were putting away a lot of booze. Kenney had had a successful run in 1979 as Keith Moon's replacement being widely praised by critics and Who fans alike (a fact often forgotten now) but, except for some unbilled tracks on the Quadrophenia Soundtrack, he had yet to record new songs in the studio with the band. Of the four only Roger was then on the ascendancy, having just completed his personal film McVicar which promised to give him an alternative to being The Who's front man.

Allen Jones


Pete recorded most of the demos for Face Dances in January through March 1980. In addition to the songs listed below, Pete also recorded "Theresa", a very personal song that would later be recorded by The Who as "Athena", "What Is Love", "Popular" which would later be re-written as "It's Hard" and "Dance It Away" which was released as a solo Pete version on the flip side of "Uniforms" in the U.K. The band's reaction to the new songs was noticably cool.  Pete later said about a demo tape of songs for Face Dances, "when I played them [for the band] nobody said anything, not a dicky bird.  Eventually Rabbit said, 'I like such and such a song, that has some good bits in it.' He was trying to be positive because he was aware of this big pregnant silence.  I just picked up the tape and walked out."

David Inshaw

The recording of the album, which was listed in The Who's fan club newsletter as beginning on February 18, 1980 (this may have been the date when the first batch of demos was played for the band) was helmed by American producer Bill Szymczyk at Odyssey Studios, London. Szymczyk was then known primarily as the producer of The Eagles, a very successful band commercially but one with a very different sound from The Who. He was probably recommended to Pete by his friend and then Eagles' guitarist Joe Walsh. John Entwistle: "He recorded everything in groups of three. I don't like playing a backing track too many times. We'd get a really good one and he'd say 'Give me three more exactly the same'. I lost a lot of confidence worrying about being brainwashed by the song, so I didn't play as loosely as I might have." If there was any recording in February or March it was soon interrupted by a Spring tour of Europe and North America (March 26-May 7) followed by another Summer tour of North America (June 18-July 16).


Before recording could begin again Szymczyk was injured in a car accident in Miami and then was called to mix The Eagles' live album. Recording resumed by November and continued to December. The Who heard the preliminary mix on the playback monitors where it sounded fine. Afterward, Szymczyk took the tapes to his own Bayshore Recording Studios in Coconut Grove, Florida for the final mix. The rest of the band couldn't get to Florida to participate because they were then rehearsing for the upcoming U.K. tour, so Pete flew over but only made a few suggestions. The Who didn't like the final mix. When Kenney was handed the pressing he refused to listen to it saying that he hated the mix, so why would he want to hear the pressing?

Although the album sold well, The Who agreed that Face Dances was their least successful studio effort. Pete Townshend: "It was ineffective; it didn't work. I think the songs weren't right for the band. I can probably get more introspective and examine myself more on [my solo] records than anybody else I know and get away with it. I can get all curled up in myself and people don't mind too much. Can't do that with The Who." Roger Daltrey: "I quite like the material on Face Dances -- I think Pete did a great job on the material -- but the band failed him for the first time." John Entwistle: "Pete didn't write the guitar solos into his songs and keyboards took a much stronger part than guitar. We tended to use keyboards whether or not the song needed it. The guitar was the instrument that suffered. When we looked back at the end the only two strong guitar songs were my two."

David Hockney


You Better You Bet 5'36 
(Pete Townshend) © 1981 Towser Tunes, Inc., administered by Longitude Music Co., BMI

Recorded November 4, 1980.

Pete Townshend: "'You Better You Bet' was a very spontaneous lyric. A fairly spontaneous, peppy song; it's a pop song, really, it's just a pop song."

T-Rex, the group headed by Marc Bolan, started out as John's Children which was one of the first groups signed to The Who's Track Records. They often opened for The Who in the mid-late 1960's. The arpeggio synth track is performed on a Yamaha E70 home organ. Released as a single in the U.K. February 27, 1981 backed with "The Quiet One". It reached #9. In the U.S., the single hit the Billboard charts on March 21, 1981 reaching #18 (#15 in Cash Box). This version, edited to 3'58, was The Who's last Top Twenty single. Pete recorded the original demo of the song in March 1980. It later appeared on his solo album Another Scoop.

The Who first performed it live January 25, 1981 on the first date of their U.K. tour and it has remained a live staple ever since. Live versions appear on the 1989 The Who/Live featuring the Rock Opera 'Tommy' video, the 1990 Join Together album and The Who & Special Guests Live at the Royal Albert Hall video (2000). The Who also mimed to the single on their last appearance on BBC's Top Of The Pops March 5, 1981 and the spare, black-and-white music video, their first to appear on MTV, can be found on the Who's Better Who's Best video. This track is 5'32 on the 1997 remix. According to R. Rowley, the background music is played on a Yamaha E70 organ. Click here for more details.

Don't Let Go The Coat 3'43 
(Pete Townshend) © 1981 Towser Tunes, Inc., administered by Longitude Music Co., BMI

Pete Townshend: "I wrote this one in London. I was thinking about all the things you cling onto, and that the most important thing for me at that particular time was to cling to some semblance of a spiritual equipoise. The verses of the song talk about 'things might change' and 'things might explode,' but just as long as you hang onto that thread, that apron string of a real affection and love for the people around you, and for whatever else you're into, God, whatever it is...Mum and Dad!"

This song is inspired by a phrase often used by Meher Baba. Here's an example from a Baba prayer (supplied to me by Virginia Cassidy):

Beloved God, help us all to love You more and more, 
and more and more and still yet more, 
till we become worthy of Union with You; 
and help us all to hold fast to Baba's daaman
[hem of his coat] till the very end.


Released in the U.K. as the second single from the album backed with "You" on May 5, 1981. It reached #47. In the U.S. the single hit the Billboard charts on June 27, 1981 peaking at #84 (#77 in Cash Box). This song also had a video shot in an identical style to the one for "You Better You Bet". "Don't Let Go The Coat" was performed live only during the 1981 U.K./European tour. Pete and Kenney's demo version appears on Pete's solo album Another Scoop. This track is 3'45 on the 1997 remix.

Cache Cache 3'57 
(Pete Townshend) © 1981 Towser Tunes, Inc., administered by Longitude Music Co., BMI 

Pete Townshend: "A weird kind of song which I wrote to celebrate a wonderful two days I spent living as a tramp in Switzerland. I decided I was going to give up the music business forever, and I got my wallet and passport, and a bottle of brandy, and went off in a town called Berne. Berne is famous for its big brown bears in these cages up in the hills. I spent about sixteen hours walking around, sleeping under trees and all that, and I was thinking 'I don't know if I want to be a tramp now,' but I was drunk enough to decide it would be worthwhile just going and visiting the bears. I don't know whether or not I really wanted to get torn to pieces or not, but I think I was in that frame of mind when I really just did not give a damn.

Clive Barker

I went up to this bear pit and I went down this bit where all the apple cores are and climbed up the rocks on the other side. I was always thinking 'If I could get in, I wonder why they couldn't get out?' I went into this big sort of cage at the back and walked inside. It really stank but luckily the bears aren't there in the middle of winter. Really, it's just a song about sometimes you can go and say 'Right! I'm going to do something really amazing and stupid and devastating,' and then you end up looking like a complete idiot."

The above events happened over March 29 through 30, 1980. According to Richard Barnes, Pete was discovered passed out in the bear pit and was flown immediately to Vienna (and, one hopes, showered) to perform there with The Who in Vienna that night. Pete's demo version appears on his solo album Scoop. "Cache-cache" is French for "hide and seek."
This track is 3'52 on the 1997 remix.

R. B. Kitaj

The Quiet One 3'09 
(John Entwistle) © 1981 Hot Red Music, BMI

John Entwistle: "It's me trying to explain that I'm not really quiet. I started off being quiet and that's the pigeon hole I've been stuck in all these years. It started when I heard Kenney playing a drum riff and I thought 'that would be really great for a song and give Kenney a chance to play that on stage.' So I got Kenney to put down about three minutes of that and I worked along with it and came up with the chorus of 'A Quiet One.'  I wrote 'Quiet One' especially to replace 'My Wife' onstage.  I had gotten tired of singing that and 'Boris The Spider.'"

"A Quiet One" also appeared on the b-side of "You Better You Bet". A live version from 1982 appears on the 1997 Face Dances CD bonus tracks (see below). Another 1982 performance is on the 1983 Who Rocks America video.


Did You Steal My Money 4'10 (4'14 on the 1997 re-issue CD)
(Pete Townshend) © 1981 Towser Tunes, Inc., administered by Longitude Music Co., BMI 

Roger: “It’s a strange song.  It’s very Police-influenced.  I liked it because it is something different for The Who.  I think ‘Did You Steal My Money’ is very commercial and I think it’s a bit of light relief because some of the songs on the album are…some of Pete’s writing does tend to get a bit agonizing, and I think this is what’s good about ‘Did You Steal My Money’ and ‘Don’t Let Go The Coat.’ They are light relief.”

Pete released the demo version of this track on his Scoop 3 collection. Pete: "The guitars are obviously influenced by Andy Summers. The true story behind this doesn't make anyone look good -- especially me. It is not the time to tell it."


How Can You Do It Alone 5'26 
(Pete Townshend) © 1981 Towser Tunes, Inc., administered by Longitude Music Co., BMI 
Pete Townshend: "I was actually going up Holland Park Road and I wanted a cigarette, I didn't have a light and it was about two in the morning, and this guy came out of the station and I asked him for a light and he looked very afraid and he stepped back and I said 'listen, all I want is a light from your cigarette' and he said 'Oh, all right'. He opened his coat up and got a lighter out and before he'd known what he'd done, he was completely naked underneath, with the trousers and the string, he was a flasher! He'd obviously just come off the tube doing a bit of flashing. He saw that I saw that he was naked and that I knew what he was up to. I looked into his eyes and he looked into mine and the shame in his face!

Howard Hodgkin

I felt like saying to him, 'listen, don't be ashamed. I don't give a damn.' Then I was walking up the street and I thought I should have asked him, 'how do you do it all on your own? How do you live that solitary...How do you get your kicks?' Because that's more alone than masturbation. So I started to explore that idea and that turned into the song. How can you do anything on your own ultimately?"


This song first appeared as a jam during The Who's late-1979 North American tour (one of those jams appears as a bonus track on the 1997 Face Dances CD. See below). Oddly enough, after Pete turned it into a real song, it disappeared from The Who's live performances. Pete's demo version appears on Scoop 3.

Patrick Caulfield

Daily Records 3'27 
(Pete Townshend) © 1981 Towser Tunes, Inc., administered by Longitude Music Co., BMI

Pete Townshend: "It was basically about the music drug. The fact that music does becomes like a drug and I can't get enough of it. It's not a testament to spending endless hours in smoky recording studios, it's about the business of making records. When I say music I mean songwriting." 
One the album's best tracks with some of Kenney's best drumming and a searing self-indictment by Pete buried under a song about the joys of demo-ing. Pete's unimpressed little girls, Emma and Aminta, were 11 and 9 at the time this song was written. This track is 3'23 on the 1997 remix CD.


You 4'30 
(John Entwistle) © 1981 Hot Red Music, BMI

Kenney Jones: "When I first joined, John and I used to go down to Shepperton and just work out and have a play. He was working on this song and trying to arrange it, we both sort of arranged it together. I just loved it so much, he was going to put it on his solo album, and I said 'I think that's a definite Who song. You can't do that.' I made him sit on it for a year until we actually started recording. I'm so pleased I did it is definitely one of those exciting songs."

Also released on the B-side of the "Don't Let Go The Coat" single. Not performed live by The Who but it has been played by John's solo bands. This track is 4'40 on the 1997 remix CD.

Peter Blake


Another Tricky Day 4'55 
(Pete Townshend) © 1981 Towser Tunes, Inc., administered by Longitude Music Co., BMI 
Although not released as a single, a video, similar to the ones for "You Better You Bet" and "Don't Let Go The Coat", was shot for this song. Played live by The Who during the 1981 U.K./European tour. This track is 4'51 on the 1997 remix CD.




Joe Tilson

I Like Nightmares 3'09 
(Pete Townshend) © 1981 Towser Tunes, Inc., administered by Longitude Music Co., BMI

From the 1997 CD liner notes: "This previously unreleased song was worked on during the sessions for Face Dances but was left off the final recording."


It's In You 4'59 
(Pete Townshend) © 1981 Towser Tunes, Inc., administered by Longitude Music Co., BMI

Roger: "We recorded it last year [1981] and it's terrible. It's so cliched isn't it? I quite like it but I don't think it's exceptional. It could be a Rolling Stones song, it could be a -- it's just an ordinary song as far as I'm concerned. It was pulled out of Face Dances at the last minute."

Previously called "Virginia" on bootlegs. This track is missing a section of the track on most copies. Some MCA U.S. issues have an almost complete version.


Somebody Saved Me 5'31 
(Pete Townshend) © 1981 Towser Tunes, Inc., administered by Longitude Music Co., BMI

Pete Townshend: "I used to get suicidal about broken relationships with people I didn't even like. I always kind of thought, well, 'This is God's grace'. He fixed it up so I told this girl [with whom Pete was in love with in art school] so many lies that I couldn't get close to her. She went off with another guy and a couple of weeks later she dropped him and went back with her boyfriend. If she'd dropped me the way she dropped him, I would have killed myself. I often used to survive things simply by virtue of the fact that I badly mishandled them."

Patrick Procktor

This girl was also the inspiration for "We Close Tonight." Sunnyside Road was the street where Pete and Richard Barnes shared a flat in art school. This song eventually appeared on Pete's 1982 solo album All The Best Cowboys Have Chinese Eyes.


How Can You Do It Alone (Live) 5'24 
(Pete Townshend) © 1981 Towser Tunes, Inc., administered by Longitude Music Co., BMI

Recorded live at Chicago International Amphitheater December 8, 1979 and edited down from a jam running 7'24. Many of the 1979 Who shows featured jams at the end where Pete would try out new material. "Cats In The Cupboard" from Pete's solo album Empty Glass as well as "Dance It Away" were also previewed that year. "How Can You Do It Alone" was the last song performed that night.


David Tindle

The Quiet One (Live) 4'28 
(John Entwistle) © 1981 Hot Red Music, BMI

Recorded live at Shea Stadium in New York City October 13, 1982. This show was also filmed and "Love Reign O'er Me" from that night appears on the 30 Years Of Maximum R&B video.

Audiophile comments by White Fang are now located at WhiteFang's Who Site! You can read them by clicking here.

If you want to contact me about something on this page, click on my name. I want corrections!
Brian Cady

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