Headquarters (album)
Encyclopedia
HeadquartersThe sleeve and record (of the original Colgems release) both render the title as The Monkees' Headquarters. was the third album issued by The Monkees
The Monkees
The Monkees are an American pop rock group. Assembled in Los Angeles in 1966 by Robert "Bob" Rafelson and Bert Schneider for the American television series The Monkees, which aired from 1966 to 1968, the musical acting quartet was composed of Americans Micky Dolenz, Michael Nesmith and Peter Tork,...

 and the first written and recorded primarily by the four members of the group, rather than by session musician
Session musician
Session musicians are instrumental and vocal performers, musicians, who are available to work with others at live performances or recording sessions. Usually such musicians are not permanent members of a musical ensemble and often do not achieve fame in their own right as soloists or bandleaders...

s and professional songwriters. After a struggle for creative autonomy with their record label, the group had been allowed to record by themselves. Headquarters reached #1 on the Billboard 200
Billboard 200
The Billboard 200 is a ranking of the 200 highest-selling music albums and EPs in the United States, published weekly by Billboard magazine. It is frequently used to convey the popularity of an artist or groups of artists...

 and was certified double platinum in the U.S. with sales of more than two million copies. It is included in the 2006 book 1001 Albums You Must Hear Before You Die
1001 Albums You Must Hear Before You Die
1001 Albums You Must Hear Before You Die is a musical reference book edited by Robert Dimery, first published in 2005. The most recent edition consists of a list of albums released between 1955 and 2010, part of a series from Quintessence Editions Ltd...

.

Production

During the early months of 1967, the four Monkees sequestered themselves in the RCA Music Center of the World Studios, on Sunset Boulevard
Sunset Boulevard
Sunset Boulevard is a street in the western part of Los Angeles County, California, that stretches from Figueroa Street in downtown Los Angeles to the Pacific Coast Highway at the Pacific Ocean in the Pacific Palisades...

 near Vine Street in Hollywood. Many of the songs were written by the four group members, or came together organically in jam sessions. A few of the songs were also written by songwriters Boyce and Hart
Boyce and Hart
Tommy Boyce and Bobby Hart were a prolific songwriting duo, best known for the songs they wrote for The Monkees.-Early years:Hart's father was a church minister and he himself served in the Army after leaving high school, Upon discharge,...

. Michael Nesmith
Michael Nesmith
Robert Michael Nesmith is an American musician, songwriter, actor, producer, novelist, businessman, and philanthropist, best known as a member of the musical group The Monkees and star of the TV series of the same name...

 recruited fellow folk musician Chip Douglas
Chip Douglas
Douglas Farthing Walter Hatlelid, better known as Chip Douglas, is a songwriter, musician , and record producer, whose most famous work was during the 1960s...

, a member of The Modern Folk Quartet
Modern Folk Quartet
The Modern Folk Quartet recorded two albums of folk revival music in the early 1960s, with an emphasis on group harmonies, and have subsequently re-formed more than once and made further recordings....

 and The Turtles
The Turtles
The Turtles are an American rock group led by vocalists Howard Kaylan and Mark Volman. The band became notable for several Top 40 hits beginning with its cover version of Bob Dylan's "It Ain't Me Babe" in 1965...

, to produce the album. Douglas, credited under his birth name, Douglas Farthing Hatlelid, also contributed bass guitar and a song.

Session information

"You Told Me"
  • Written by Michael Nesmith
  • Lead vocal by Michael Nesmith
  • The opening parodies the Beatles' "Taxman
    Taxman
    "Taxman" is a song written by George Harrison released as the opening track on The Beatles' 1966 album Revolver. Its lyrics attack the high levels of progressive tax taken by the British Labour government of Harold Wilson.-Composition:...

    ," from their album Revolver
    Revolver (album)
    Revolver is the seventh studio album by the English rock group The Beatles, released on 5 August 1966 on the Parlophone label and produced by George Martin. Many of the tracks on Revolver are marked by an electric guitar-rock sound, in contrast with their previous LP, the folk rock inspired Rubber...

  • Recorded at RCA Victor Studio C, Hollywood, March 3 and 9, 1967


"I'll Spend My Life With You"
  • Written by Tommy Boyce and Bobby Hart
  • Lead vocal by Micky Dolenz
    Micky Dolenz
    George Michael "Micky" Dolenz, Jr. is an American actor, musician, television director, radio personality and theater director, best known as a member of the 1960s made-for-television band The Monkees.-Biography:...

  • A remake by the band; the earlier version featured studio musicians
  • Recorded at RCA Victor Studio C, Hollywood, March 4, 9 and 18, 1967


"Forget That Girl"
  • Written by Douglas Farthing Hatlelid (aka Chip Douglas)
  • Lead vocal by Davy Jones
    Davy Jones (actor)
    David Thomas "Davy" Jones is an English rock singer-songwriter and actor best known as a member of the Monkees.-Early life:...

  • Recorded at RCA Victor Studio C, Hollywood, March 7 and 8, 1967


"Band 6"
  • Written by Davy Jones, Michael Nesmith, Peter Tork
    Peter Tork
    Peter Tork is an American musician and actor, best known as a member of The Monkees.-Early life:Tork was born Peter Halsten Thorkelson in Washington, D.C.. Although he was born in 1942, many news articles report him as born in 1944 in New York City as this was the date and place given on early...

    , and Micky Dolenz
  • Spoken words by Chip Douglas, Micky Dolenz
  • A studio exercise, based on the Looney Tunes
    Looney Tunes
    Looney Tunes is a Warner Bros. animated cartoon series. It preceded the Merrie Melodies series and was Warner Bros.'s first animated theatrical series. Since its first official release, 1930's Sinkin' in the Bathtub, the series has become a worldwide media franchise, spawning several television...

    theme
  • Recorded at RCA Victor Studio C, Hollywood, March 2, 1967


"You Just May Be the One"
  • Written by Michael Nesmith
  • Lead vocal by Michael Nesmith
  • A remake by the band; the earlier version (on Missing Links Volume Two
    Missing Links Volume Two
    Missing Links Volume Two is the second of three rarity albums by the Monkees. It was released in 1990. The album was notable for containing several tracks that had been featured in the television series but had never before been available commercially....

    ) featured studio musicians including Glen Campbell
    Glen Campbell
    Glen Travis Campbell is an American country music singer, guitarist, television host and occasional actor. He is best known for a series of hits in the 1960s and 1970s, as well as for hosting a variety show called The Glen Campbell Goodtime Hour on CBS television.During his 50 years in show...

    ; this earlier version was used several times during Season One of the Monkees' television series.
  • Recorded at RCA Victor Studio C, Hollywood, March 2, 1967


"Shades of Gray
Shades of Gray (song)
Shades of Gray was written in 1965 by Barry Mann and Cynthia Weil and was recorded by The Monkees for their 1967 album Headquarters, the first in which the group played all its own instruments...

"
  • Written by Barry Mann
    Barry Mann
    Barry Mann is an American songwriter, and part of a successful songwriting partnership with his wife, Cynthia Weil.-Career:...

     and Cynthia Weil
    Cynthia Weil
    Cynthia Weil is a prominent American songwriter. She is famous for having written many songs together with her husband Barry Mann....

    , although some compilations credit songwriting to Gerry Goffin and Carole King, and production to Boyce, Hart and Keller.
  • Lead vocals by Davy Jones and Peter Tork
  • Recorded at RCA Victor Studio C, Hollywood, March 16 and 22, 1967


"I Can't Get Her Off My Mind"
  • Written by Tommy Boyce and Bobby Hart
  • Lead vocal by Davy Jones
  • A remake of a June 1966 recording featuring studio musicians
  • Recorded at RCA Victor Studio C, Hollywood, March 17 and 19, 1967


"For Pete's Sake"
  • Written by Peter Tork and Joseph Richards
  • Lead vocal by Micky Dolenz
  • An edited version became the closing theme for the show's second season
  • Recorded at RCA Victor Studio C, Hollywood, March 23, 1967


"Mr. Webster"
  • Written by Tommy Boyce and Bobby Hart
  • Lead vocal by Micky Dolenz
  • A remake by the band; the earlier, slower version with studio musicians is featured on Missing Links Volume Two
    Missing Links Volume Two
    Missing Links Volume Two is the second of three rarity albums by the Monkees. It was released in 1990. The album was notable for containing several tracks that had been featured in the television series but had never before been available commercially....

  • Recorded at RCA Victor Studio C, Hollywood, February 23, 1967


"Sunny Girlfriend"
  • Written by Michael Nesmith
  • Lead vocal by Michael Nesmith
  • Recorded at RCA Victor Studio C, Hollywood, March 23, 1967
  • Mike and Micky recorded the song's vocals on a separate track featuring Mike on guitar and Micky with shaker.


"Zilch"
  • Written by Davy Jones, Michael Nesmith, Peter Tork and Micky Dolenz
  • Spoken words by Davy Jones, Michael Nesmith, Peter Tork and Micky Dolenz
  • A fugue
    Fugue
    In music, a fugue is a compositional technique in two or more voices, built on a subject that is introduced at the beginning in imitation and recurs frequently in the course of the composition....

     made up of disparate phrases; the Monkees would sometimes enter public places performing it
  • "Mr. Bob Dobolina" was a name heard over a paging system, "China Clipper..." came from the movie China Clipper
    China Clipper
    The China Clipper was the first of three Martin M-130 four-engine flying boats built for Pan American Airways and was used to inaugurate the first commercial transpacific air service from San Francisco to Manila in November, 1935. Built at a cost of $417,000 by the Glenn L...

    , "Never mind the furthermore..." from the Rodgers and Hammerstein
    Rodgers and Hammerstein
    Richard Rodgers and Oscar Hammerstein II were a well-known American songwriting duo, usually referred to as Rodgers and Hammerstein. They created a string of popular Broadway musicals in the 1940s and 1950s during what is considered the golden age of the medium...

     musical Oklahoma!
    Oklahoma!
    Oklahoma! is the first musical written by composer Richard Rodgers and librettist Oscar Hammerstein II. The musical is based on Lynn Riggs' 1931 play, Green Grow the Lilacs. Set in Oklahoma Territory outside the town of Claremore in 1906, it tells the story of cowboy Curly McLain and his romance...

    , and "It is of my opinion..." from a political speech.
  • The line "Never mind the furthermore, the plea is self-defense" is also performed in the song "No Time"
  • "Zilch" was the 'hidden meaning' of it all; it added up to...nothing. It was simply entertaining nonsense, a fact betrayed by the laughter of Micky and Mike as they break up during the session.
  • The Headquarters Sessions compilation features the four spoken tracks separately to reveal everything that was said
  • "Zilch" was used in the TV series episode "The Picture Frame" during the police interrogation scene when Mike, Micky, and Davy are commanded by the Sergeant (Dort Clark) to "start talking!" and the boys initially respond with "Zilch"'s lyrics.
  • "Zilch" was sampled on "Mistadobalina", a 1991 song by alternative hip hop
    Alternative hip hop
    Alternative hip hop is a sub-genre of hip hop music. Allmusic defines it as follows: -Origin:...

     musician Del Tha Funkee Homosapien
    Del tha Funkee Homosapien
    Teren Delvon Jones , better known as Del the Funky Homosapien or Del tha Funkee Homosapien, is an American MC.-Early life and beginnings: 1990-1997:...

    .
  • Recorded at RCA Victor Studio C, Hollywood, 1967
  • The line, "Never mind the furthermore, the plea is self defence" features in the They Might Be Giants song "Memo To Human Resources". Zilch itself is occasionally part of the They Might Be Giants live show, and was performed throughout the 2010 tour promoting their children's album, "Here Comes Science".


"No Time"
  • Written by The Monkees (Micky & Mike) but credited to recording engineer Hank Cicalo
    Hank Cicalo
    Hank Cicalo is an American recording engineer, most notable for his work in the 1960s and 1970s. Among the artists Cicalo recorded are The Monkees, Carole King and George Harrison.-The Monkees:...

     as a tip for his work on the album.*
  • Lead vocal by Micky Dolenz
  • "No Time" was actually composed by the four Monkees (according to Peter, composition was done primarily by Micky and Mike), but as a reward for his hard work, the band decided to credit the song to engineer Cicalo, guaranteeing him a large royalty check. The released version of the song was the second version recorded for the album; the first included session help from guitarists Keith Allison and Jerry Yester, but the released version has only Chip Douglas assisting the quartet.
  • Recorded at RCA Victor Studio C, Hollywood, March 17 and 22, 1967
  • Micky's "Rock on George for Ringo one time" refers to The Beatles' version of "Honey Don't
    Honey Don't
    "Honey Don't" is a song written by Carl Perkins, originally released on January 1, 1956 as the B-side of the "Blue Suede Shoes" single. Both songs became rockabilly classics...

    ".


"Early Morning Blues and Greens"
  • Written by Diane Hildebrand and Jack Keller
  • Lead vocal by Davy Jones
  • Recorded at RCA Victor Studio C, Hollywood, March 22, 1967


"Randy Scouse Git"
  • Written by Micky Dolenz
  • Lead vocal by Micky Dolenz
  • Title is a British slang phrase gleaned by Dolenz from television, likely the UK sitcom Til Death Us Do Part
    Til Death Us Do Part
    Till Death Us Do Part is a British television sitcom that aired on BBC1 from 1965 to 1968, 1970, and from 1972 to 1975. First airing as a Comedy Playhouse pilot, the show aired in seven series until 1975. Six years later, ITV continued the sitcom, calling it Till Death......

    ; it roughly translates as "lust
    Lust
    Lust is an emotional force that is directly associated with the thinking or fantasizing about one's desire, usually in a sexual way.-Etymology:The word lust is phonetically similar to the ancient Roman lustrum, which literally meant "purification"...

    ful fool from Liverpool
    Liverpool
    Liverpool is a city and metropolitan borough of Merseyside, England, along the eastern side of the Mersey Estuary. It was founded as a borough in 1207 and was granted city status in 1880...

    " (Wiktionary: randy, Scouse, git) (though in fact, to call someone a "git" in Britain is the equivalent of "jerk" or "prat"). In the series the word was aimed by Alf Garnett
    Alf Garnett
    Alf Garnett is a fictional character in the British sitcoms Till Death Us Do Part, Till Death... and In Sickness and in Health, and chat show The Thoughts of Chairman Alf. He was created by Johnny Speight and played by Warren Mitchell....

     at his son-in-law, played by Tony Booth
    Anthony Booth
    Antony George Booth is an English actor, best known for his role as Mike Rawlins in the BBC series Till Death Us Do Part. His daughter, Cherie, a prominent Queen's Counsel, is married to former Prime Minister Tony Blair...

    , former British Prime Minister
    Prime minister
    A prime minister is the most senior minister of cabinet in the executive branch of government in a parliamentary system. In many systems, the prime minister selects and may dismiss other members of the cabinet, and allocates posts to members within the government. In most systems, the prime...

     Tony Blair
    Tony Blair
    Anthony Charles Lynton Blair is a former British Labour Party politician who served as the Prime Minister of the United Kingdom from 2 May 1997 to 27 June 2007. He was the Member of Parliament for Sedgefield from 1983 to 2007 and Leader of the Labour Party from 1994 to 2007...

    's father-in-law.
  • To avoid offence in the UK the song was billed as "Alternate Title."
  • "The four kings of EMI" is a reference to The Beatles
    The Beatles
    The Beatles were an English rock band, active throughout the 1960s and one of the most commercially successful and critically acclaimed acts in the history of popular music. Formed in Liverpool, by 1962 the group consisted of John Lennon , Paul McCartney , George Harrison and Ringo Starr...

    , who were signed to EMI
    EMI
    The EMI Group, also known as EMI Music or simply EMI, is a multinational music company headquartered in London, United Kingdom. It is the fourth-largest business group and family of record labels in the recording industry and one of the "big four" record companies. EMI Group also has a major...

    's Parlophone
    Parlophone
    Parlophone is a record label that was founded in Germany in 1896 by the Carl Lindström Company as Parlophon. The British branch was formed in 1923 as "Parlophone" which developed a reputation in the 1920s as a leading jazz label. It was acquired in 1927 by the Columbia Graphophone Company which...

     label at the time
  • The opening drum riff of "Randy Scouse Git" can be heard in the Season One episode, "Monkees A La Mode," played absentmindedly by Micky on a table.
  • Recorded at RCA Victor Studio C, Hollywood, March 4 and 8, 1967
  • During rehearsal and set-up for recording of "Randy Scouse Git" a demo of Mike's instrumental "Cantata & Fugue In C&W" was inserted in the mistaken belief that it was part of Micky's guitar demo of his song.
  • Several instrumental jams (available on The Headquarters Sessions
    The Headquarters Sessions
    The Headquarters Sessions is an 84-track 3-CD set by The Monkees containing 60 previously unreleased recordings from the sessions that produced the band's third album, Headquarters....

    ) were taped by Chip Douglas which The Monkees apparently intended for inclusion on the album. The group (with bassist John London
    John London
    John Carl Kuehne , better known as John London, was an American musician and songwriter, and was involved in several Hollywood television and movie productions...

    ) jammed an instrumental cover of the song "Memphis Tennessee
    Memphis, Tennessee (song)
    "Memphis, Tennessee" is a song by rock & roll singer-songwriter Chuck Berry. It is sometimes shortened to "Memphis". In the UK, the song charted at #6 in 1963, at the same time Decca Records issued a cover version in the UK by Dave Berry and the Cruisers, who came from Sheffield, Yorkshire...

    " in which Peter's guitar grooving (and some of London's bass work and Davy's tambourine) overshoots the ending; after Micky good-naturedly curses out Peter ("Aw, Peter! You had to screw it up!") and bashes his drums for effect, he decides, "We'll cut him off, just cut off the track (for the ending)," to which Mike replies, "No, don't cut off the track, it was groovy until (the ending)." Following this jam the group broke into a ferocious three-minute improvisation (dubbed "Twelve-String Improvisation" on The Headquarters Sessions
    The Headquarters Sessions
    The Headquarters Sessions is an 84-track 3-CD set by The Monkees containing 60 previously unreleased recordings from the sessions that produced the band's third album, Headquarters....

    ) led by Mike's take-off of the guitar riff from The Beatles
    The Beatles
    The Beatles were an English rock band, active throughout the 1960s and one of the most commercially successful and critically acclaimed acts in the history of popular music. Formed in Liverpool, by 1962 the group consisted of John Lennon , Paul McCartney , George Harrison and Ringo Starr...

    ' "Day Tripper
    Day Tripper
    "Day Tripper" is a song by The Beatles, released as a double A-side single with "We Can Work It Out". Both songs were recorded during the sessions for the Rubber Soul album...

    " and quickly joined by Peter's riffing, Micky's drums, London's bass and Davy's tambourine. Following the jam Micky is heard laughing and says, "Whoa! I gotta hear this!" and Peter asks Douglas, "Can we hear that back?" while a surprised Mike says, "Oh, they didn't tape that, did they?"
  • Another instrumental track intended for the album was a rock number, "Masking Tape" (credited to Barry Mann and Cynthia Weil but authorship has also been listed as unknown) which the group recorded with bassist Jerry Yester
    Jerry Yester
    Jerry Yester is an American folk rock musician, record producer, and arranger.Growing up in Burbank, California, Yester formed a duo with brother Jim Yester, the Yester Brothers, and starting playing folk clubs in Los Angeles in 1960...

    . One take was recorded: before the take Micky and Chip Douglas run through one of the song's verses. At the end of the performance Micky exclaims, "Whoa! That was it!" but producer Douglas protests, "No, that wasn't it, it slowed down in the middle, but it's getting close." For some reason the song was never finished.
  • Peter, Mike, Micky and his sister Coco recorded demos early in the sessions. Peter's demo of "Seeger's Theme" was instrumental, while Mike and the Dolenzes' demos ("Nine Times Blue" and the Buffy Saint Marie composition "Until It's Time for You to Go
    Until It's Time for You to Go
    "Until It's Time for You to Go" is a song from the 1965 album Many a Mile by Canadian First Nations singer-songwriter Buffy Sainte-Marie. It was never released by her as a single, but was a UK Top 20 hit for British group The Four Pennies in 1965, and for Elvis Presley in 1972, and a US Hot 100...

    " by Mike (who had first released it as a single in 1965); "She'll Be There" and "Midnight Train" by Micky and Coco) featured full vocals over acoustic guitar. Mike and the Dolenzes' demos took place in one session, as before Mike's demo of "Until It's Time" Chip Douglas is heard teasing that Mike is demoing under his old pseudonym 'Michael Blessing' to the laughter of Micky and Coco.

Release

The album was released on May 22, 1967 and charted at the number one position in the United States. It stayed at that position for only one week, and was then replaced by The Beatles
The Beatles
The Beatles were an English rock band, active throughout the 1960s and one of the most commercially successful and critically acclaimed acts in the history of popular music. Formed in Liverpool, by 1962 the group consisted of John Lennon , Paul McCartney , George Harrison and Ringo Starr...

' Sgt. Pepper's Lonely Hearts Club Band
Sgt. Pepper's Lonely Hearts Club Band
Sgt. Pepper's Lonely Hearts Club Band is the eighth studio album by the English rock band The Beatles, released on 1 June 1967 on the Parlophone label and produced by George Martin...

. It then began a run of 11 consecutive weeks at the #2 position as Sgt. Pepper's Lonely Hearts Club Band remained at #1.

The original album cover features, amongst the collage of photos on the back cover, a photo of The Monkees with producer Chip Douglas and engineer Dick Bogert. However the the photo was mislabeled: it identifies Hank Cicalo as sitting next to Chip Douglas. This is known as the 'Producers Cover'. Later in 1968 when Colgems/RCA went back to correct this mistake rather than simply updating the caption they changed the entire photo. Most of the Monkees had some fuzzy growth on their faces and this has come to be known as the 'Beard Cover'. We know that this is the later/corrected version because it was standard practice for RCA to add an "RE" to the catalog number when any one side of a record sleeve had a revision. The 'Beard Cover' has a catalog number of COS/COM-103 RE.

The album was issued on the compact disc
Compact Disc
The Compact Disc is an optical disc used to store digital data. It was originally developed to store and playback sound recordings exclusively, but later expanded to encompass data storage , write-once audio and data storage , rewritable media , Video Compact Discs , Super Video Compact Discs ,...

 format for the first time by Arista Records
Arista Records
Arista was an American record label. It was a wholly owned subsidiary of Sony Music Entertainment and operated under the RCA Music Group. The label was founded in 1974 by Clive Davis, who formerly worked for CBS Records...

 in 1987, remixed from the multi-tracks, then later from the original stereo mastertape in 1995 with several bonus tracks on Rhino Entertainment
Rhino Entertainment
Rhino Entertainment Company is an American specialty record label and production company. It is owned by Warner Music Group.-History:Rhino was originally a novelty song and reissue company during the 1970s and 1980s, releasing compilation albums of pop, rock & roll, and rhythm & blues successes...

. In 2003, Rhino Entertainment
Rhino Entertainment
Rhino Entertainment Company is an American specialty record label and production company. It is owned by Warner Music Group.-History:Rhino was originally a novelty song and reissue company during the 1970s and 1980s, releasing compilation albums of pop, rock & roll, and rhythm & blues successes...

, through its Rhino Handmade division, issued The Headquarters Sessions
The Headquarters Sessions
The Headquarters Sessions is an 84-track 3-CD set by The Monkees containing 60 previously unreleased recordings from the sessions that produced the band's third album, Headquarters....

, a 3-disc box set of outtakes from the session as well as the album's original monophonic mix presented in an alternate running order that was rejected before release.

In 2007, Rhino issued a two-disc deluxe edition of the album. The CD set was housed in a digipak
Digipak
Digipak is a patented style of CD, DVD or BD packaging, and is a registered trademark of AGI World Ltd., an Atlas Holdings company.-Features:...

 with a slipcase and featured original album artwork (including replicas of the original Colgems vinyl labels on each disc), as well as a booklet of essays and session information by Monkees historian Andrew Sandoval
Andrew Sandoval
Born in Santa Monica, California Andrew P. Sandoval is a songwriter, musician, author and Grammy nominated producer and engineer. His career in music began in 1986 as the editor and publisher of a fanzine called "New Breed", a project that blossomed into work as a reissue producer for such labels...

. The discs contained both the stereo and mono mixes of the album, remastered, as well as alternate mixes and outtakes.

Personnel

  • Michael Nesmith: vocals, pedal steel guitar, 6-string guitar, 12-string guitar, organ
  • Davy Jones: vocals, tambourine, jawbone, maracas, etc.
  • Micky Dolenz: vocals, drums, guitar
  • Peter Tork: vocals, keyboards, 12-string guitar, bass guitar, 5-string banjo
  • Chip Douglas
    Chip Douglas
    Douglas Farthing Walter Hatlelid, better known as Chip Douglas, is a songwriter, musician , and record producer, whose most famous work was during the 1960s...

    : bass guitar
  • John London: bass guitar on "The Girl I Knew Somewhere" and "All of Your Toys"
  • Vince DeRosa: French Horn on "Shades of Gray"
  • Fred Seykora: cello on "Shades of Gray"
  • Jerry Yester
    Jerry Yester
    Jerry Yester is an American folk rock musician, record producer, and arranger.Growing up in Burbank, California, Yester formed a duo with brother Jim Yester, the Yester Brothers, and starting playing folk clubs in Los Angeles in 1960...

    : additional guitar on "No Time"
  • Keith Allison: additional guitar on "No Time"

Track listing

Side 1
  1. "You Told Me" (2:22) (Michael Nesmith)
  2. "I'll Spend My Life With You" (2:23) (Tommy Boyce/Bobby Hart)
  3. "Forget That Girl" (2:21) (Douglas Farthing-Hatlelid
    Chip Douglas
    Douglas Farthing Walter Hatlelid, better known as Chip Douglas, is a songwriter, musician , and record producer, whose most famous work was during the 1960s...

    )
  4. "Band 6" (0:38) (Micky Dolenz/Davy Jones/Michael Nesmith/Peter Tork)
  5. "You Just May Be the One" (2:00) (Michael Nesmith)
  6. "Shades of Gray
    Shades of Gray (song)
    Shades of Gray was written in 1965 by Barry Mann and Cynthia Weil and was recorded by The Monkees for their 1967 album Headquarters, the first in which the group played all its own instruments...

    " (3:20) (Barry Mann
    Barry Mann
    Barry Mann is an American songwriter, and part of a successful songwriting partnership with his wife, Cynthia Weil.-Career:...

    /Cynthia Weil
    Cynthia Weil
    Cynthia Weil is a prominent American songwriter. She is famous for having written many songs together with her husband Barry Mann....

    )
  7. "I Can't Get Her Off Of My Mind" (2:23) (Tommy Boyce/Bobby Hart)


Side 2
  1. "For Pete's Sake" (2:10) (Joey Richards/Peter Tork)
  2. "Mr. Webster" (2:02) (Tommy Boyce/Bobby Hart)
  3. "Sunny Girlfriend" (2:31) (Michael Nesmith)
  4. "Zilch" (1:05) (Micky Dolenz/Davy Jones/Michael Nesmith/Peter Tork)
  5. "No Time" (2:09) (Hank Cicalo)
  6. "Early Morning Blues and Greens" (2:35) (Diane Hildebrand/Jack Keller
    Jack Keller (songwriter)
    Jack Keller A legend in his own right, Jack Keller wrote hit songs in every genre of music over a period of nearly 40 years with success in New York, Los Angeles, and Nashville....

    )
  7. "Randy Scouse Git
    Randy Scouse Git
    "Randy Scouse Git" is a song written by Micky Dolenz in 1967, and recorded by The Monkees. It was the first song written by Micky Dolenz to be commercially released, and ended up a top 5 hit in the UK where it was retitled "Alternate Title" after the record company complained that the title was...

    " (aka "Alternate Title") (2:35) (Micky Dolenz)


1995 Rhino reissue CD bonus tracks
  1. "All of Your Toys" (Previously Unissued Alternate Mix) (Bill Martin
    William E. Martin
    William E. Martin, also known as Bill Martin, is an American musician, songwriter, screenwriter, comedic actor and voice actor.-Life and career:...

    )
  2. "The Girl I Knew Somewhere" (Previously Unissued Alternate Version) (Michael Nesmith)
  3. "Peter Gunn's Gun" (Previously Unissued) (Henry Mancini)
  4. "Jericho" (Traditional)
  5. "Nine Times Blue" (Previously Unissued Demo Version) (Michael Nesmith)
  6. "Pillow Time" (Previously Unissued Demo Version) (Janelle Scott/Matt Willis
    Matt Willis
    Matthew James Willis is an English singer-songwriter. He found fame as a founding member of the band Busted.- Early years :...

    )


2007 Rhino Deluxe Edition CD bonus tracks

Disc One

Tracks 1-14: Original Album in Stereo

Tracks 15-25: Bonus Tracks
  1. "All of Your Toys" (Stereo Remix)
  2. "The Girl I Knew Somewhere" (First Recorded Version, Stereo Remix)
  3. "A Little Bit Me, A Little Bit You" (Stereo Remix)
  4. "She Hangs Out" (Stereo Remix) (Jeff Barry
    Jeff Barry
    Jeff Barry is an American pop music songwriter, singer, and record producer.-Early career:...

    )
  5. "Love to Love" (Stereo Remix) (Neil Diamond
    Neil Diamond
    Neil Leslie Diamond is an American singer-songwriter with a career spanning over five decades from the 1960s until the present....

    )
  6. "You Can't Tie a Mustang Down" (Stereo Remix) (Jeff Barry)
  7. "If I Learned to Play the Violin" (Stereo Remix) (Joey Levine/Artie Resnick)
  8. "99 Pounds" (Stereo Remix) (Jeff Barry)
  9. "The Girl I Knew Somewhere" (Single Version, Stereo Remix)
  10. "Randy Scouse Git" (Alternate Version)
  11. "Tema Dei Monkees" (Stereo Remix) (Tommy Boyce/Bobby Hart)


Disc Two

Tracks 1-14: Original Album in Mono

Tracks 15-25: Bonus Tracks
  1. "All of Your Toys" (Mono Mix)
  2. "The Girl I Knew Somewhere" (First Recorded Version, Alternate Mono Mix)
  3. "A Little Bit Me, A Little Bit You" (Mono Single Remix)
  4. "She Hangs Out" (Mono Mix)
  5. "The Girl I Knew Somewhere" (Mono Single Mix)
  6. "Nine Times Blue" (Demo Version) (Michael Nesmith)
  7. "She'll Be There" (Micky Dolenz)
  8. "Midnight Train" (Demo Version) (Micky Dolenz)
  9. "Peter Gunn's Gun"
  10. "Jericho"
  11. "Pillow Time" (Demo Version)


Bonus tracks session information

"She's So Far Out, She's In"
  • Written by Thomas Baker Knight
  • Recorded at Goldstar Studios, Hollywood, January 16, 1967
  • A staple of the group's 1966-67 concert tour, this was the first official recording of the group with producer Chip Douglas
    Chip Douglas
    Douglas Farthing Walter Hatlelid, better known as Chip Douglas, is a songwriter, musician , and record producer, whose most famous work was during the 1960s...

    . The group ran through several takes, but none came through to the satisfaction of Douglas. One full take (available on "Headquarters Sessions") came through in which Mike's lead guitar changed volume seconds into the performance.


"All of Your Toys" (single mix)
  • Unused track that was the proposed A-side of the next Monkees single, but song was not controlled by the Monkees' publishing company, Screen Gems
    Screen Gems
    Screen Gems is an American movie production company and subsidiary company of Sony Pictures Entertainment's Columbia TriStar Motion Picture Group that has served several different purposes for its parent companies over the decades since its incorporation....

    ; publisher Tickson Music
    Tickson Music
    Tickson Music was a Hollywood-based music publishing company; songwriters signed to Tickson Music included members of The Byrds, and writer Bill Martin....

     refused to sell the copyright
  • Written by Bill Martin
    William E. Martin
    William E. Martin, also known as Bill Martin, is an American musician, songwriter, screenwriter, comedic actor and voice actor.-Life and career:...

  • Lead vocal by Micky Dolenz
  • Recorded at Goldstar Studios, Hollywood January 16, 1967 and RCA Victor Studios, Hollywood January 19, 23, 30 and 31, 1967


"The Girl I Knew Somewhere" (Nesmith version)
  • Written by Michael Nesmith
  • Lead vocal by Michael Nesmith
  • First known recording for the Headquarters album
  • Recorded at Goldstar Studios, Hollywood, January 16, 1967
  • Originally recorded with just electric guitar (played by Mike), acoustic guitar (Peter), drums (Micky), bass (John London
    John London
    John Carl Kuehne , better known as John London, was an American musician and songwriter, and was involved in several Hollywood television and movie productions...

    ), and tambourine
    Tambourine
    The tambourine or marine is a musical instrument of the percussion family consisting of a frame, often of wood or plastic, with pairs of small metal jingles, called "zils". Classically the term tambourine denotes an instrument with a drumhead, though some variants may not have a head at all....

     (Davy), a complex harpsichord
    Harpsichord
    A harpsichord is a musical instrument played by means of a keyboard. It produces sound by plucking a string when a key is pressed.In the narrow sense, "harpsichord" designates only the large wing-shaped instruments in which the strings are perpendicular to the keyboard...

     piece was added when Peter accidentally played the harpsichord during a rehearsal and the note that came out blended with the song to the enthusiastic satisfaction of Mike.


"Peter Gunn’s Gun" (jam session)
  • Written by Henry Mancini
    Henry Mancini
    Henry Mancini was an American composer, conductor and arranger, best remembered for his film and television scores. He won a record number of Grammy Awards , plus a Grammy Lifetime Achievement Award posthumously in 1995...

  • This was one of numerous studio jams the boys concocted during recording.


"Jericho" (studio dialogue)
  • (Trad.) This was recorded during a break from regular sessions when Davy starts fooling around with a French horn, Peter and Chip make fun of his playing. Micky soon cuts in with a shtick about "Jericho's Wall" after Douglas mentions it and amid the laughter, the conversation spirals into a spontaneous vocal jam by Peter and Micky of the song "Jericho."
  • A longer, unedited version appears on the Headquarters Sessions compilation


"Nine Times Blue" (demo version)
  • Written by Michael Nesmith
  • Lead vocal by Michael Nesmith


"She'll Be There"
  • Lead vocal by Micky
  • Harmony vocal by Coco Dolenz (Micky's sister)


"Midnight Train" (demo version)
  • Written by Micky Dolenz
  • Lead vocal by Micky Dolenz
  • Harmony vocal by Coco Dolenz
  • (available on "Headquarters Sessions")


"Pillow Time" (studio dialogue)
  • Written by Janelle Scott (Micky's mother) and Matt Willis
  • Spoken words by Micky Dolenz
  • This was recorded when Micky was helping engineer Hank Cicalo with studio echo effects. Micky also plays on a zither
    Zither
    The zither is a musical string instrument, most commonly found in Slovenia, Austria, Hungary citera, northwestern Croatia, the southern regions of Germany, alpine Europe and East Asian cultures, including China...

    that can be heard on the opening of the original album.
  • A longer, unedited version of this session is featured on the Headquarters Sessions compilation.
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