Alicia Berbenick is a writer and musician from Brooklyn. She has an unnatural obsession for weird shit that she constantly needs to get down on paper. Here’s a story of one of those obsessions.
It was April of 1998. I was at the tail end of my middle school years and all I cared about was music—new music in particular. One night I couldn’t sleep, so I snuck downstairs to the living room to watch MTV (which was outlawed in my home). 12 Angry Viewers was on, a show that only lasted two years but sought to introduce people to more subversive music. It was there in the early hours of the morning that my pre-teen self fell in love with a track named “Backworlds” by the supergroup Lusk. The video juxtaposed childhood innocence and nostalgia with blood-sucking, explosive violence. The song was equally jarring, luring me in with a poppy keyboard loop of an earworm, then exploding into this beautiful psychedelic chorus before it corrodes into uncomfortable, repetitive shouting. I’d never heard anything like it. The record was called Free Mars, a title that really spoke to the fiery, weird parts of me that felt suffocated by the world. I saved up, bought it at The Wall, and put it on repeat for the next 20 years.
It is a collage work of sounds pieced together by two brilliant musicians with the help of so many of their talented friends. To fans, Free Mars is one of the most underrated and overlooked records of the ’90s; yet there is little-to-no information out there about how the record was made. I wanted to see if I could get at the root of why it was so life-changing for some and passed up by too many, so I reached out to Paul D’Amour. D’Amour is an award-winning multi-instrumentalist, musician, composer and producer. Most fans probably remember him for his writing and signature bass sound on Tool’s Undertow. At the start of our conversation he mentioned more than once that “no one ever wants to talk about [Free Mars].” But beneath those comments, I thought I could hear the sound of a proud parent.
“Backworlds” won high ratings on MTV’s short-lived jury style show 12 Angry Viewers, giving it heavier rotation on the channel.
Let’s take it back to 1993. Tool was on tour promoting Undertow with Failure as an opening act. D’Amour became friends with their front-of-house soundman, Chris Pitman, as well as Failure’s bassist, Greg Edwards. The three (plus Ken Andrews of Failure) would mess around by playing pop songs during their down time, which led them to produce a covers record under the name Replicants. It gave D’Amour a taste of what it was like to explore other musical avenues and, during the writing stage of Ænima, D’Amour quit Tool. “I really just wanted to have some fun and not have rules, you know?” D’Amour said. “Playing in Tool, as far as [being] creative, there were too many rules in that band. The guitar player did the guitar player thing and the bass player did the bass player thing.” As great as the band was, having creative freedom was more important to him.
Fortunately the head of Volcano (Tool’s label at the time) recognized D’Amour’s talent and allotted him a budget to create something new. D’Amour wasn’t sure what it would look, feel or sound like yet, but he knew it would be a complete departure from Tool—something experimental and really out there. “Replicants kind of spurred the creative connections between [me, Chris and Greg]. I wanted to bring in another person, so I brought in Brad Laner from Medicine. He’s a great rhythmist and his guitar sound is pretty unique as well.” The four of them began jamming together, switching instruments and conjuring strange melodies. “Originally I kind of wanted to do more like a loopy, more arty thing. Not necessarily even songs” says D’Amour. “I just thought we were going to jam and make some loops and turn it into [something] a little more loose and psychedelic; like some of those early PiL records.“ The one thing that was clear: this record would be made with zero rules—from committing to first takes down to the harpist’s wild laugh, lingering after a track.
In the beginning, the four would meet and lay down tracks at the famed Alley Studios in North Hollywood; a place known for its early ’70s connections to artists like Three Dog Night and Jackson Browne and would later host musicians like Tom Petty and Kurt Cobain. “We were living around the corner [from Alley], so we just popped in one day and sorta got friendly with them. All the walls are just padded with blue jeans ,” he laughs. “And there’s layers of resin on the walls. It’s one of those places where you know shit went down in there.” But as Edwards and Laner became busier with other projects, D’Amour and Pitman gradually took the reigns as co-producers. “We started bringing in some other people, like Danny [Carey] from Tool, and Kellii Scott from Failure [to play drums]. We brought in a friend of Chris’s, [Dana Wollard], who was an amazing cellist and we had a harp player, [Patti Hood]. [Chris and I] basically took the ball and ran with it with what originally started in the Alley.” The two set up their own mini recording studios and, using more affordable ADAT machines, were able to finish the record.
As far as influences go, D’Amour drew from a few places. It’s been said that this record was a concept album revolving around Iain Banks’ novel The Wasp Factory. This isn’t completely true. “I don’t think, as we were creating, that we were thinking about that book,” he says. “It just sort of made the rounds in my circle at the time. It was dark and transitory. Certainly, the imagery was really powerful.” If anything, the “Backworlds” video (directed by Len E. Burge III and D’Amour) is loosely based on a traumatic scene from the novel. In addition, D’Amour was heavily into reading old paperback sci-fi novels, so much of his lyrics would revolve around that brand of futuristic otherworldliness. In terms of influences, he was listening to a lot of Richard Davies’ work—particularly the Cardinal’s 1994 self-titled record. In both records you can also catch the influence of Beach Boys’ harmonies (another of D’Amour’s mentions). But where both of those influences were lighter, almost positive in contrast, Free Mars is an unpredictable carnival ride, bordering on the horrific, filled with dark corners of discovery and technological mystique.
As far as writing sessions went, whoever was available would get together and jam. A melody would bubble up to to surface and they’d write around that, usually with Pitman and D’Amour left to build off of what was recorded in The Alley. “We spent quite a bit of time with our harpist and the cellist,” he says. “So there’s a lot of great layers in there with them.” We’re talking about the kinds of layers that sometimes you only catch on your 86th listen, where a new sound will seem more present than before—a guitar solo floats over the top of that melody you’d previously focused on or some old haunting operatic sample peeps out from underneath rollicking keys. When asked which song was his favorite, D’Amour named “Mindray”. “I wrote all the lyrics and really put some thought into that [song]. I think that one was like, all right, we’re done with this whole ‘jamming’ thing—let’s just actually focus and get real.” One listen to the track and you’ll hear its reverberations through the rest of the album. A sluggish drum shuffle takes you on a meandering journey through sweeping harp, layered orchestral keys and wailing guitars. The vocals capitalize on that Beach Boys harmonic influence, but are turned strange through an oscillating pedal effect.
“I think Mindray is probably my favorite…that one definitely set the tone for a few other [songs].” – Paul D’Amour
Other tracks borrow in one way or another from this loopy underwater vibe, both soothing in effect and paranoia-inducing in its darkness. The record runs the genre-bending gamut of sounds; from soaring epics like “Free Mars” and “Doctor” to the infectious pop found on “Backworlds” to a heavier kind of art rock on “Kill the King”. Yet a strong thread of addictive melodies prevents this record from ever feeling disjointed.
The title Free Mars and CD’s artwork and Digipak® design, too, borrowed from D’Amour’s interest in Sci-Fi paperbacks. “I had a huge box of them. I tried to mock some of those early print styles and some of the ways they used those old illustrations.” Free Mars would be nominated in 1998 for a Grammy for Best Recording Package (alongside Ænima). Both lost to Titanic: Music as heard on the Fateful Voyage, which, it’s worth mentioning, used a similar illustrative design to Free Mars.
Lusk would go on to do a short tour in small clubs, complete with Patti Hood on harp and Chris Wyse on upright bass. Unfortunately, this is where Lusk would come to an end. “Some rich dude bought our record label and he just drove the whole company into the ground in a matter of months. We’d had huge tours booked but we couldn’t do that without more support. Other labels were possibly interested, but [the head of Volcano] wouldn’t return anyone’s phone calls. [Chris and I] couldn’t do anything. It took the wind out of the sails of the project.” Though funding couldn’t save Lusk, we at least are left with a record that was born out of complete creative freedom and a rebellion from over-production. A record like this simply could not happen again…maybe that’s why its fans still obsess over it.
Today Free Mars isn’t on Spotify and, during this interview, D’Amour mentioned he had to make a few calls to fix the listing in iTunes. Fans can still find CDs on Discogs as well as a few LP pressings out there.* And the album lingers in our minds in other ways—like the recent report that another mine appeared in the Seattle Bay area, close to where D’Amour and Burge filmed the video for “Backworlds.” He laughs and confesses, “The mine from that video? We just left on the beach and it caused all kinds of trouble.” The mine that was found this past August was apparently from a 2005 Naval exercise and, though it was inert, still caused a little scare for the locals. Talk about resurfacing. As for what’s next, D’Amour and Pitman are currently working on a new project. It won’t be like Lusk, he says, but it will be something completely new and heavier. You can watch for it, along with all his score compositions for upcoming projects, on D’Amour’s website.
PICKING UP ROCKS 
I find it unbelievable that, when people run into Paul, they don’t ONLY want to talk about Free Mars
LikeLike