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Lou Reed's Words & Music, May 1965 captures a rock legend in the process of being born

Unearthed after nearly 50 years, you can hear (and feel) the Velvet Underground taking shape in this compelling collection of lost demos featuring John Cale

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Lou Reed
Lou Reed
Photo: Julian Schnabel (Courtesy of Light in the Attic)

According to the liner notes by Don Fleming and Jason Stern, archivists at the Lou Reed Archives, the demo tape featured on Words & Music, May 1965—the inaugural volume in a series of archival releases on the boutique reissue imprint Light in the Attic—sat behind the desk in Reed’s office sealed in an envelope for nearly 50 years. Reed sent himself the tape on May 11, 1965, in an act known as a “poor man’s copyright”: lacking the funds to officially register his compositions, he instead sent himself a demo, its very existence acting as proof of ownership if any authorship dispute happened to arise.

The fact that Reed had the foresight to send himself a demo of his original tunes suggests that, at that point in 1965, he knew enough about the record business to cover his bases in case he encountered any funny business. Considering how he was working as a staff songwriter at Pickwick Records, a cheapo exploitation label specializing in teen beat 45s, Reed probably had seen his share of shenanigans. He was even involved in one of the label’s exploitation records, writing and singing the wannabe dance craze called “The Ostrich” that Pickwick billed to the Primitives—a fake band that the label attempted to turn real by drafting a bunch of other musicians to support Reed.


One of those drafted Primitives was John Cale, an avant-garde musician who was part of La Monte Young’s Theatre of Eternal Music. Intrigued by the prospect of a paycheck, Cale took the job and wound up hitting it off with Reed. The pair became roommates and collaborators, laying the groundwork for the band that would become the Velvet Underground by the end of 1965. When the pair cut the reel-to-reel demo heard on Words & Music, Reed had several key Velvet Underground songs in place, songs that stand in stark contrast to the frivolous numbers he knocked out to serve the needs of Pickwick.


The chasm between teenage kicks and provocative art is where Words & Music resides. Reed spends these 10 songs feeling his way through the darkness, aided by Cale’s supporting vocals. While he plays some rock and roll, Reed seems utterly disconnected from the sounds of the ’60s: when he rocks, he’s reviving the sound of the big bang of the ’50s and indulging in his deep love for doo-wop. Mostly, though, Reed sounds like a folkie troubadour who headed to the coffeehouses inspired by the songs of Bob Dylan.

Hearing Lou Reed as a folkie isn’t a revelation, necessarily. The first disc on the 1995 Velvet Underground box set Peel Slowly And See contains some of the same songs, only recorded two months later in Cale’s apartment on Ludlow Street. There, the pair are joined by Sterling Morrison and it’s possible to hear the Velvet Underground take shape as they add drones to “Heroin” but those moments are countered by the Dylan-esque “Prominent Men” and a jaunty reading of “I’m Waiting For The Man” with bluesy slide guitar—moments that play as folk but don’t feel as folkie as anything on Words & Music.

Some of the folk energy on Words & Music derives from the interplay between Cale and Reed. Cale is a strong presence throughout this demo, adding harmonies, working as a call and response, and taking the lead on “Wrap Your Troubles In Dreams,” which would appear on Nico’s 1967 album Chelsea Girl. Their chemistry is apparent on “I’m Waiting For The Man,” which is taken almost as a relaxed shuffle, their exchanges punctuated by Reed wailing on the harmonica; on an alternate version of the same song, they almost seem like an urbane Everly Brothers. Mostly, the folk feel emanates from Reed strumming a guitar on his own, mining folk traditions but drawn to urban squalor. It’s fascinating to hear him discover the shared space between these two extremes.

“Men Of Good Fortune” isn’t the song by the same title he’d later unveil on Berlin, it’s a play on a folk melody—in the liner notes, Greil Marcus cites it as appearing on Merle Travis’ 1946 recording “Dark As A Dungeon”—and its old-world stateliness does suggest traditional folk tropes while also pointing toward “Heroin.” Save from a few lyrical tweaks, “Heroin” is largely in place and it’s startling to realize that it works well as a folk tune; it may lack the swirling malevolence of the Velvet Underground’s version but it has the same ebb and sway and inherent drama.

Lou Reed - Words & Music, May 1965

Similarly, an early rendition of “Pale Blue Eyes’’—a song Reed would finish and record with the Velvet Underground after Cale left the band—has all its melodic and emotional contours in place; the lyrics are yet to be sculpted. These are moments when it’s possible to hear and feel the Velvet Underground in Reed’s stark solo renditions, which makes the stumble of “Buttercup Song”—a swaying, satiric folk song long rumored as an early Velvet Underground song—so interesting; it’s entirely too coffeehouse for the downtown band.


Much of the rest of Words & Music are songs that seem better suited to the 45s he was cranking out as part of the Pickwick staff. “Stockpile” is a rocking little number about having to join the rat race, “Too Late” finds Reed and Cale harmonizing like the Everlys over fussy chord changes. “Walk Along” zeroes in on the swagger in early Dylan, an attitude that leads to Reed and Cale cracking wise. “Buzz Buzz Buzz”—not the Hollywood Flames song later covered by Huey Lewis & the News—chugs along to a Chuck Berry rhythm as he laments getting no satisfaction from his girl at the other end of the telephone line.

These tossed-off rockers underscore how Words & Music captures Lou Reed the artist in the process of being born. The juvenilia sits alongside fumbles and moments of overwhelming genius—songs that would later be fleshed out by a full band but whose originality is unmistakable in these early incarnations. The clarity of Reed’s voice as a songwriter contrasts with the tentative musicality in kinetic ways, making Words & Music a rare thing: a historic document that is also compelling listening.