Song Samples:
My Biggest Fan
No Sure Way
Hank and Fred
Here Come the Choppers


Loudon Wainwright III
Here Come the Choppers!

Loudon Wainwright III - vocals, acoustic guitar, 5-string banjo
Bill Frisell - electric guitar
Greg Leisz - lap steel, pedal steel, mandolin, electric guitar
David Piltch - acoustic and electric bass
Jim Keltner - drums, percussion

Additional musicians:
Coco Love Alcorn - vocals on "Hank and Fred" and "Had to Be Her"
Chris Gestrin - wurlitzer on "Had to Be Her", organ on "Make Your Mother Mad"

Produced by Lee Townsend
A Songline/Tone Field Production

Recording and Mixing Engineer: Shawn Pierce
Mastering Engineer: Greg Calbi
Production Assistance: Adam Blomberg

Recorded at Mad Dog Studios, Burbank, CA (assistant engineer: Ryan Mall)
Additional recording at The Factory, Vancouver, B.C. (assistant engineer: Sheldon Zaharko)
Mixed at MX Solutions, Vancouver, B.C.
Mastered at Sterling Sound
Cover Illustration: Steve Vance Photos: Michael Wilson

All songs by III, Snowden Music Inc. ascap

Sovereign Artists

Song List

Song List

1. My Biggest Fan
2. No Sure Way
3. Had To Be Her
4. Hank and Fred
5. Half Fist
6. To Be On TV
7. God's Country
8. Make Your Mother Mad
9. When You Leave
10. Nanny
11. Here Come the Choppers
12. Things


"Like some neo-folky version of the Von Trapps, the Wainwright dynasty are everywhere at the moment. Young Rufus populates the style mags, sister Martha has just released her solo debut and mother Kate McGarrigle is back with Auntie Anna, singing Quebecois folk songs.

But, literally and metaphorically, Loudon's still the daddy, and his 21st album finds him on typically acerbic and wittily literate form. Throughout, he's ably abetted by a crack team of session musicians, including ace jazzer Bill Frisell on guitar and Jim Keltner on drums. For the most part, the backing is understated, tastefully fleshing out Wainwright's minimalist acoustics, Frisell's guitar chiming like a bell in all the right places.

I'm pleased to report that Wainwright's songwriting is in fine form, whether it's a wry look at fandom ("My Biggest Fan") or the sideways look at relationships in "It Had To Be Her". Would any other writer, for instance, describe love as a lesion, as Loudon does on the latter?

Greg Leisz's swooning steel guitar enhances "No Sure Way", one of the most affecting responses to 9/11 yet written as Wainwright recasts the New York subway as the classical underworld, his train journeying through the closed down stations around the World Trade Centre. As ever with Wainwright, the song is telling in its detail, the East River reconfigured as the Styx.

But the finest moment comes on the title track, in which Wainwright imagines Los Angeles coming under attack from the air, smart bombs raining down on his newly adopted hometown as scared Los Angelinos scurry for shelter through the garbage cans and Miracle Mile disintegrates beneath the onslaught. It's a startling transposition of the horrors of Falluja to mainland USA, and a blackly comic highlight from one of America's finest songwriters." - by Mick Fitzsimmons, BBC Folk & Country

"Loudon Wainwright III is one of the last of a dying breed - the songwriter as storyteller. He first gained attention as part of the 1960s folk generation that came to be dominated by Bob Dylan, and as a folkie, Wainwright made an early living off of old-style standards that were more stories set to music than actual songs. Now as he nears 60 years of age, the old folk singer in Loudon Wainwright is undergoing a fabulous renaissance.
Not only does his stunning new album "Here Come the Choppers!" tell great stories, it also offers the listener a portrait of a man taking stock of both the bad and good aspects of his own character.

The album gets off to a quirky, yet touching start with the track "My Biggest Fan," in which Wainwright tells the story of a 400-pound man who is literally his biggest fan. The song manages to treat this lonesome outsider with a good measure of respect and affection. "Hank and Fred" is an old-style journey song about traveling through Montgomery, Alabama and "visiting Hank Williams' grave on the day Fred Rogers died" (yes, Mr. Rogers from the kids' show). The song also celebrates the courageous history of Montgomery and some of its famous citizens including Rosa Parks and Nat King Cole.

Here Come the Choppers! takes a more personal turn on a set of songs that Wainwright wrote about members of his own family. "Half Fist" is an ode to Loudon Wainwright Sr., the grandfather that Loudon III never knew. Without any first-hand knowledge of his relative, Wainwright only has the memories of others and faded photographs to draw a history from. "Nanny" is an affectionate, bouncy tune for his grandmother, a fun loving woman who "didn't bake or knit/didn't give a shit" and even took in her wayward grandson during some of his more troubled years in the 60s.

While nostalgia may color songs about his distant past, Wainwright comes face to face with the man in the mirror in what maybe his most personal song ever. "When You Leave" is a sad confessional tale about failing and leaving behind wives and children (Wainwright's kids are critically-acclaimed musicians Rufus and Martha) - often destroying their lives. Scenario goes on to mention the despair of having grown children show up at his door as strangers who are "a bit bereft" and may even be destined to follow in his uneasy footsteps. The song succeeds by expressing an honest amount of regret instead of trying to explain the mysteries of the human heart.

In the past few years, Loudon Wainwright III has been turning out a steady stream of new music. It's even easy to imagine that he still may not have peaked as an artist and there could be many more albums to come. In a youth-dominated society, his tales of experience and his brand of style with substance are welcome additions". - by Amy Wagner, Being There

"Iconoclastic singer/songwriter Loudon Wainwright III has taken about all he's going to from the Los Angeles Police Department and their helicopter surveillance program that haunts the urban skies. Here Come the Choppers is another collection of witty, acerbic tunes about ancestry, death, the perverse state of the nation and its culture, love and loss, and of course the whirring birds of the L.A. night skies. Wainwright is accompanied here by guitarist Bill Frisell, bassist David Piltch, drummer Jim Keltner, and pedal and lap steel master Greg Leisz, who also plays mandolin and electric guitar on the set. This is the same band that played with Frisell on his stellar Good Dog, Happy Man album. The proceedings are always poignant, and often funny. However, the most rewarding song on the disc is an elegy to the late Mr. Rodgers called "Hank and Fred." It's a moving tribute to the man and his "neighborhood" and places him in his proper place in the American cultural sphere, juxtaposing the day he died with a trip to Hank Williams' grave. It may read perversely, but the song is a gem, and one of the finest Wainwright has ever written". - Thom Jurek, All Music Guide

A neighbor in Los Angeles' Miracle Mile district recently called the Wilshire Division police station to find out why an LAPD helicopter was incessantly buzzing above her building with searchlight ablaze. An officer on the line blandly told her, "We're trying to catch the bad guys."

There must be a lot of bad guys in the mid-Wilshire area because whirlybird assaults worthy of Lt. Col. Kilgore in "Apocalypse Now" are virtually a nightly occurrence in the neighborhood. Singer-songwriter Loudon Wainwright III has made this unique L.A. phenomenon the subject of his tune "Choppers"; the song is featured on his Sovereign Artists release "Here Come the Choppers!"

Wainwright, who lived in a Miracle Mile-adjacent area after he moved to Los Angeles in 2003, was struck almost immediately by the frequent chopper sorties. "It'd be quiet for a couple of days, and then it would start up again," he says. "It had a sort of martial feel to it."

He responded to the racket with "Choppers," a droll, deadpan and highly detailed fantasy in which copters panic Miracle Mile residents as they ominously swoop down on such local landmarks as the La Brea Tar Pits and homely establishments like Koo Koo Roo Chicken and the now-defunct Mo' Meaty Meat Burgers.

Like many of Wainwright's songs, "Choppers" cuts more than one way. "It was written when we were getting ramped up to go into Iraq," the musician says. "In another part of the world, there were helicopter attacks in earnest. The conceit of the song is that these benign things would come under attack."

Recorded by producer Lee Townsend with an all-star band featuring guitarists Bill Frisell and Greg Leisz, "Here Come the Choppers!" contains other songs of more than local interest. As usual, Wainwright looks back on his family history with a combination of amusement and horror: "Half Fist" concerns his namesake grandfather, while "Nanny" is an affectionate portrait of his alcoholic grandmother.

"I'm very interested in the family," Wainwright says. "Now I'm even looking into people who are dead and who have been dead for a long time. That's a thing that happens to people in their 50s — the clock's running down, and you're wondering, 'What's this all about?' You start putting together your genealogical box set."

Familial acrimony also is very much a part of the Wainwright bloodline: Loudon's singer-songwriter son Rufus has made some stinging remarks about his father in interviews, and his daughter Martha recently recorded a blunt attack on him.

Asked about the song, Wainwright says in mock astonishment: "That song is about me?! I thought it was about President Bush. That girl is gonna be so grounded!" He declines further comment.

Wainwright continues to develop a parallel acting career: He recently appeared (as did Rufus and Martha) in Martin Scorsese's "The Aviator," and he has a featured role in Cameron Crowe's forthcoming "Elizabethtown," playing star Orlando Bloom's uncle. - Chris Morris, The Hollywood Reporter


Muses on family and love, socio-political observations and other “deep” thoughts while maintaining his characteristic wry sense of humor: Loudon Wainwright III’s latest album, Here Come the Choppers

You gotta love a guy like Loudon Wainwright III. He's put out 21 albums since his debut in 1970, all of them filled with heartfelt musings on life, love, family and death, as well as a whole lot of other things that he finds funny and/or strange. Wainwright is actually one of the deeper cats out there, a straight-shooter who says what he means; he does not drown the listener in opacity and convoluted metaphor. And, yes, he can be funny.

He's always surrounded himself with good musicians: Past records have included contributions from the likes of guitarists John Scofield, David Mansfield, Martin Carthy and Richard Thompson. He was married for many years to singer Kate McGarrigle, and she and her sister, Anna, appeared on a number of his albums, as did his angel-voiced New York friends The Roches. Kate McGarrigle and Loudon Wainwright III are the parents of current critic's darling Rufus Wainwright, who seems to be every bit as gifted and forthright as his dad. (If you don't want your psychic history explored in song, do not become part of this family.) Loudon Wainwright III has also nurtured a fairly successful acting career in recent years, appearing on Ally McBeal, in the Tim Burton film Big Fish and the forthcoming Cameron Crowe flick, Elizabethtown. Maybe you also spotted the singing cameos of Loudon, Rufus and his sister Martha in The Aviator. No wonder Wainwright moved from New York to L.A. — increasingly, that's where his “other” career is.

Wainwright's latest album, Here Come the Choppers, is certainly among the best of his career. It's the usual folky hodgepodge of profound and witty observations and portraits. Who else could write songs about Hank Williams and the death of Mr. Rogers that might make you cry? A photo of his grandfather spurs him to speculate about his tough, ornery namesake in “Half Fist.” The title track is a surreal and paranoid vision of an L.A. constantly under surveillance — at least that's what the character in the song thinks. “My Biggest Fan” is a wry look at fame and fandom. And then there are more serious meditations like “When You Leave,” a sad but beautiful study of the emotional scarring suffered by children, spouses and lovers left behind when a relationship fizzles.

As always, Wainwright's vocals and acoustic guitar picking are strong and sure, even as they shift in tone from song to song, sometimes verse to verse. What elevates this particular batch of tunes, though, is the sympathetic and imaginative accompaniment of his “band” for this outing: New York — based Americana/jazz guitar giant Bill Frisell, pedal/lap steel guitar master (and occasional Frisell associate) Greg Leisz, acoustic and electric bassist extraordinaire David Piltch and the undisputed king of L.A. session drummers, Jim Keltner. Lee Townsend, who has produced 19 albums by Frisell (and worked with a slew of other great jazz, folk and singer/songwriter types) helmed the sessions.

He, Frisell and Leisz initially hooked up with Wainwright at the “Century of Song” festival that Townsend produced in Germany a few years back. Keltner had played on a LWIII record 30 years ago. Shawn Pierce, who has worked on a number of albums with Townsend, engineered the sessions. Tracking and initial overdubs were done at Mad Dog in L.A. Later, overdubs were cut at The Factory (formerly Little Mountain) in Vancouver — where Pierce lives — and mixing was done in the Vancouver studio Pierce shares with film and TV composer Patric Caird, MX Sound. The project was tracked and mixed entirely in Pro Tools|HD.

“Everything was done very quickly,” comments Pierce. “We were in the A room at Mad Dog, which has a Neve console, for about four days. We tracked them together live on the floor, one song after another. Then we moved into the studio's large rehearsal space, hauled in a bunch of gear and did a lot of our overdubs there. There's no control room in that room, so we had to baffle everything off and use headphones, but we got some really good tracks there. It was a very interesting and amazing experience to track those musicians.”

“The plan formulated by Lee Townsend was to familiarize the other players ahead of time by giving them my voice and guitar demos,” Wainwright wrote in his album notes. “Bill Frisell, natural leader that he is, wrote out some terrific charts. The band and I rehearsed for a day and then, in Nike-like fashion, we just did it.”

“The arrangements really were driven by Loudon's playing,” adds Townsend. “All the parts seemed to evolve organically out of what he does.” Instrumentally, the music is dominated by Frisell's varied and imaginative guitar colorings and the haunting sustain of Leisz's steel guitars. Capturing both was relatively straightforward, Pierce says. “When I first started working with Lee Townsend, I asked him, ‘How do you get that great Bill Frisell sound?’ And he said, ‘Man, you'll be amazed; you'll see someday. It's not that hard.’ And what I've learned the more I've worked with really good players like Frisell is how much of their sound is coming from them and how little you actually have to do [as an engineer].

“With Bill, I used a [Neumann] KM-84 about a foot-and-a-half away from each cabinet, which we had isolated in the lounge. For some of the tracks, he was using two Fender Deluxe amplifiers, and for some he used a Deluxe on one channel and a Princeton on the other, and I captured it in stereo. Occasionally, I'd move the mics around a little bit if he wanted a tighter sound or maybe a little more full-bodied. Then I'd move the mics back.”

Asked about how Frisell responds to playing a supportive role instead of being the leader, as he often is, Townsend notes, “He's the ultimate team player whether it's his album or not. He quietly elevates everything he gets involved in. That's why everyone wants to work with him.”

To capture the sound off of Leisz's amps, Pierce used “a very simple [Shure] 57 right on the cone of the amp and a [Sennheiser] 421 a little off to the side, and I blended the signals. It sounded like the classic steel sound and it also worked for his lap steel.” The signal went through the preamps in the Neve console “with no EQ, no compression,” Pierce says. “We wanted to make the album as natural and unprocessed and uncompressed as we could. So I was always thinking about ways to capture the full richness of every single instrument and feature that and not have to carve it up in the mix later.”

Pierce recorded Piltch's acoustic bass with a single TLM 103 placed right at the bridge, through a Neve preamp and a Distressor EL8 for some light compression. For the electric bass, he miked the amp with a 421, but ultimately only used the Evil Twin DI signal. Drum miking was standard: 57 on the snare, 421s on the toms, 414s overhead, but augmented with a Coles 4038 as a mono overhead. “That's something Lee really likes,” Pierce says of the Coles mic. “We ended up using it quite a bit in the mix. It gives the sound a nice texture and it mixes nicely into the stereo image of the drums.

“Working with Keltner was amazing,” he continues. “In rehearsal, he sits there with the lyric sheet and really studies what's going on in the song and really listens to the song and thinks about how he can make his contribution. He had the lyric sheet hanging there and made little marks on it. He's not just laying down two and four; he plays very dynamically with a lot of feeling, which made it more challenging for me because he'd play it one way in rehearsal and then feel it differently every single time.”

Later at The Factory, Wainwright did some vocal fixes (an AKG C-12A was the vox mic of choice, run through an API preamp and an 1176) and Chris Gestrin added some tasteful B-3 and Wurlitzer parts to a few songs. But much of what's on the album is what went down live at Mad Dog. Most songs only needed a few takes; a few are even first takes. “We didn't mess too much with it,” Pierce says. “My philosophy is, if it sounds good, step away; you don't need to turn knobs. It's all about microphone choice and placement and listening carefully when you're tracking. If it's sounding great, leave it alone.”

“Everybody was extremely focused,” Townsend remarks, “and Loudon is such a lightning rod in the studio: The energy he puts out comes back to him. It was an amazingly consistent level of performance by everyone involved. It was really intense, but we also had a lot of fun.” - By Blair Jackson

His recent work hasn't been chopped liver, but this has that extra something. With some vet rockers and surprises helping hands in tow, this is the kick off to a great era of late career high spots. A welcome return to form, again. - Midwest Record Recap

"Certainly among the best of his career... Wainwright's vocals and acoustic guitar picking are strong and sure, even as they shift in tone from song to song, sometimes verse to verse. What elevates this particular batch of tunes, though, is the sympathetic and imaginative accompaniment of his band for this outing." Mix