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UPDATE: This page was originally written in late 2001. In May, 2004, I played with Steve Vai and the Metropol Orchestra in Holland, and a special section of text and over 20 pictures has been created to document this special event. Click HERE to go to "the aching hunger: live with steve vai & the metropol orchestra".

Strange as it may sound, when Steve Vai first walked directly into my life in 1996, he was not a welcome sight. But visitations from reality are rarely welcome sights for precocious, idealistic 25-year-olds. And ultimately, he was and continues to be a force for good things in my life. Were it not for him, I probably wouldn't be the writer I am today. Or the person I am today.


Part 1: A Sense Of Hovering

Steve Vai, Thanksgiving, 1996.

I first heard about Steve Vai back in high school, when a friend of mine played me a "soft floppy vinyl single" (remember those?) of "The Attitude Song" that was stuck inside one of the major guitar mags of the time. I was intrigued but didn't follow up on it. Next was the video for David Lee Roth's "Yankee Rose," something I had a hard time viewing objectively because I was still mourning Roth's departure from Van Halen (especially after I heard 5150).

Vai hovered over me again during my heavy-shedding period at Berklee, when my roommate in the summer of 1990 played Passion & Warfare three times a day on his five-thousand-dollar home audio system. I very much liked the record, but I wasn't a big Stu Hamm fan-I didn't want to get into a tapping war with fellow Berklee-ites-so I never started picking apart the songs like I did other artists whose music I played at school. It didn't stop me from choosing "For The Love Of God" as one of the tunes in my second recital. That song got to me.

But it wasn't until some friends of mine at Berklee took it upon themselves to do a Steve Vai tribute show that I really started to pay attention. They called it "The Steve Vai 'Classified' Show," a reference to material from the Flex-able era, some released, some not. The lineup was Berklee heavyweight: Marc Ziegenhagen on keyboards, Wes Wehmiller (Duran Duran, Warren Cuccurrullo) on bass, Joe Travers on drums, and a freak guitarist named Carlos Paucar as The Little Italian Virtuoso. They were learning live arrangements from an early '80s bootleg, working through impossible-sounding tunes like "Salamanders In The Sun," "No Pocket," "Little Green Men" (complete with a rap in 17/16 by Ziegenhagen)-and an eight-minute hairy monster called "Pink & Blows Over." Steve Vai pretty much ruled the guitar-playing world in 1991 thanks to Passion & Warfare and his work with Diamond Dave, but this obscure material was what turned me on the most. (Tapes of the tribute band performing were astounding; I don't think they're in circulation either, a real shame.) Of course, it was extremely Zappa-influenced, and I was just getting into Frank around then, so it made sense.

I never dreamed of actually playing with him. His bassists at the time were T.M. Stevens and Scott Thunes, depending on what minute it was. Way out of my league in either case. And I wasn't a "real" Zappa guy anyway.

* * * * *

Part 2: Sex, Religion, and Scott Thunes

One cannot overestimate the unease with which I regarded the towering, P-Bass abusing, Zappa-pedigreed, 6'5" Nordic force of nature that was Scott Thunes in the year 1994. Especially since I'd just unceremonially replaced him in Dweezil Zappa's band Z.

I hated the fact that there was a weird vibe out there between me and Frank Zappa's bassist of ten years. I wanted to somehow approach him, but Mike Keneally, then my Z bandmate and close Thunes confidant, warned me in so many words that this would not be a good idea. Then, the Zappa entourage was invited to see Steve Vai and company on their "Sex & Religion" tour. Me included. Keneally and Joe Travers were excited. I was just scared.

Actually I'd already met Vai once, at the release party for Shampoohorn at The Palace in Hollywood. He was tricked out in full-on dreadlocks and wrap-around shades, just a consummate rock star, and our handshake was brief and polite. I was surprised by how tall he was more than anything else. Joe was networking him pretty good, if I recall correctly, telling him about the "Steve Vai Classified" tribute band from the Berklee days. Steve seemed shocked that anyone had heard the material at all.

I'd never seem him play live; this was to be a first. So I'm standing in the crowd with Keneally, and I don't know when it happened, but suddenly Thunes was before me. The guy was huge. And bald. And speaking with Keneally and Josh Freese (who suddenly appeared as well) in very proper enunciation. I think we shook hands. He barely looked at me. Then, he walked on stage, sat behind a small table, opened up a newspaper, and began reading aloud from it. This was Vai's chosen opening act-the Scott Thunes show. Fans who were waiting for Vai to rock them all night long were confused, and some grew angry. One unfortunate soul shouted out, "Go home!" Scott put the paper down and responded slowly, with perfect diction:

"If I go home, there won't be a show tonight, asshole."

The show itself was a frightening maelstrom of sound and fury, led by Devin Townsend's blood-curdling screams and dismissive attitude towards having to play unison lines on guitar with Steve. Toss Panos bashed away behind the kit for well over ninety minutes, playing with a.traditional grip? Scott stood as far back as possible for the whole performance, scowling and pick-slamming his P-Bass as if it were a piece of raw pizza dough. Steve did his thing, and it was amazing-the tour material was a bear-but the energy on stage was so gothic, so dark, it projected inward as opposed to out. I left confused, wishing I'd heard more of Steve and less of everything else.

This occasion, plus Mike Keneally's infamous window-smashing reaction to Steve winning a grammy for his work on Zappa's Universe (for which he later apologized and explained profusely; he'll be wondering why I even brought it up again, I'm sure), plus the press' virulently negative reaction to Sex & Religion in general.I just didn't know what the hell to think.

* * * * *

Part 3: The Day Of Reckoning

By 1996, life was different. Keneally and I had left Z together, we'd just returned from his first tour, his star was on the rise, and we were busy plotting ways to achieve a Vai-like ascendancy for the man who replaced Steve in Frank's band as "stunt guitarist."

It was no small thing for me to leave Z-and a steady paycheck-to risk it all on a largely unknown guitarist in an age when guitar heroism wasn't nearly as important as it was back in the '80s. But something told me it was the right thing to do, and so I did it. (I've written extensively about this incident in Act 7 of The Life Of Bryan, as well as in the Z section of the "rap sheet", so I'll try and stay on topic here.) Financially I was going in the wrong direction, but I saw it as an investment that would pay off over time.

And besides, I was unstoppable. I'd never lost an audition, never had a serious professional disappointment, never gotten side-tracked on the way to where I'd arrived. Of course the Keneally thing was going to work out.

Then Steve called Mike and asked him to go on the road with him for a year, which changed everything.

(OK, as some of you may know, I have a long record of writings from when the following events occurred, mainly in Acts 15 and 16 of The Life Of Bryan. I was a different person and writer back then, but I highly recommend reading them if you're interested in what happened next, though I'm going to recap those same events here with-hopefully-some additional perspective and appreciation for brevity.)

When Mike told me about it, I was about to lose my mind until he followed it up with the punch line: Steve didn't have a bassist lined up. There would be a tour with Joe Satriani and Eric Johnson, and they were going to call it "G3." Then, after that, some Vai-only touring, followed by G3 worldwide-Europe, Japan, Australia, you name it. And he didn't have a bassist lined up. There was another guy in the running-Philip Bynoe, best friend and musical soulmate of Vai's drummer, Mike Mangini. But Keneally had referred me to Steve himself, and he had every confidence that I'd get the gig if given a chance. Which is what he was telling me I had.

So it was going to be Keneally's reference vs. Mangini's reference. Two guys, one gig. Well, I'd been through this before. I didn't lose auditions. It would be the Z audition all over again, this time with three weeks to prepare. I got an advance copy of The Fire Garden and learned every note on the record. Then, when I found out that Steve wasn't planning on using any of that material for the audition, I learned four additional tunes: "The Animal" and "Answers" from Passion & Warfare (flashbacks from my Berklee days), the shuffle "Juice," and the "Purple Guitar" of this audition, a separate-the-men-from-the-boys tune called "Kill The Guy With The Ball." I wasn't insecure about my technical abilities anymore. Three years of playing with Dweezil and Keneally had cured me of that for good. I walked into that audition as prepared and focused on any one thing as I'd ever been in my life.

Even my interaction with Steve himself during the audition was strangely placid. I'd listened to "Answers" and "The Animal" a thousand times-you think it wasn't thrilling to watch him play those lines up close and personal? I was so comfortable with my own parts that I actually took the time to absorb and enjoy moments like that. When "Kill The Guy With The Ball" came around, I didn't just nail it-I nailed it while looking into his eyes and away from the neck of my own bass. Keneally wasn't even there to hold my hand. It was just Vai, myself, and Mangini, who rightly had a vested interest in seeing his best friend get the gig. I just carried it, and according to Steve, made what should have been an easy decision extremely difficult. You see, Phil had auditioned right before me, and apparently he'd done exceedingly well. I left brimming with confidence that, upon further reflection, his decision would swing my way. After all, I'd played everything correctly, and with attitude for days.

You can't imagine the shock that set in when things didn't turn out quite that way.

* * * * *

Part 4: Literary Catharsis

Talk about a turning point in your life. Now I had no job, no Zappa paycheck, no Keneally for a year, and less than no money to the tune of a few thousand dollars and increasing by the day.

After coming out of an alcoholic binge, I wrote Act 16 of The Life Of Bryan, and realized something that should have been obvious all along: the act of writing changed me completely. Telling the tale was what set me free of it. And that was just the beginning. Let me now count the ways in which losing the Steve Vai audition changed my life's course:

1. I took the majority of the next sixteen months off from gigging, and wrote what I hoped to be my first novel, a 626-page manuscript I called eleven is a magic number.

2. I grew tired of the uncertainties of a freelance musician's lifestyle and took a job with a company called SWR.

3. Through my quest for literary advice, I met a woman-Martha C. Lawrence-who became a spiritual guide for my life then and now.

There are more, but it all comes back to these three things. So it's not a stretch to say that, had I gotten the Steve Vai gig in August of 1996, my life would be radically different than it is today. I would count the incident as one of the three most important things that have ever happened to me.

Then, of course, there was the "Half Alive In America" tour in November/December of 1996, when Keneally was a last-minute invitee to open for Steve's six-week solo tour. This put Phil and I in the awkward position of sharing a bill just three months after putting it all on the line against one another. It also gave Steve a chance to see what Icould really do on the instrument, and believe me, in a power trio with Keneally and drummer Toss Panos (a former Vai drummer, another irony), I was filling up as much space as I could.

I won't even try to best Act 21 of The Life Of Bryan as far as telling the tale of this tour, but after six weeks of burning buses, Thanksgiving dinners, guest percussion appearances, cakes that said "cock" on them, red patent-leather dresses, and myriad other bonding opportunities (you haven't seen anything until you've witnessed Steve Vaiwalking into a strip bar), any weirdness that existed was gone. And after watching Phil stalk the Vai stage for a few nights-with his dreadlocks and leather chaps, his Hulk-ian biceps, his picking technique, and his killer thumb-I realized that the order of things was not entirely unexplainable after all.

Especially not when, nearly two years later, after completing the manuscript, I emerged a different writer and a changed man. In the grand scheme, Steve Vai was, I now realize, a messenger.

Steve Vai directs his band in New York City in December, 1996.
Behind him are Philip Bynoe and myself---playing percussion and wearing a whore's red dress.

* * * * *

Part 5: In The Studio, In The Clinch

Steve did mention during that late '96 tour that he may call me for some studio work at some point in the future. He did indeed.

First, there was the track "Christmas Time Is Here" from the guitar hero compilation Merry Axemas. An odd coincidence: I'd played the tune with Keneally at a show in December of '95, so I already knew it. Which was good, because Steve gave me about three hours notice. This was his M.O., as I grew to know it: "Hey Bryan, Steve Vai here. Do you think you can come up here and play on this tune I've got, say, tonight, maybe eight o'clock?"

This one tune in particular was unique in that Phil had already laid down a bass track, but Steve wanted me to do one anyway. The final track has elements of both of ours, and is credited as such. It was a nice way to wrap that whole business up.

I also got to know the Steve Vai recording method: Lay down a full pass, all the way through, regardless of how many mistakes there happen to be. Then, listen back for any spontaneous magic. Keep the magic, and overdub everything else, bar by bar, note by note if necessary. It wasn't alien to me; I'd done similarly painful patchworking with Dweezil. Vai was just a lot more confident and straightforward about what he wanted and how he wanted it. He was a very good producer. He knew when to push for something extra and when not to as well.

He deviated from his M.O. the next time he called me, for the Ultra Zone track "Lucky Charms." Fair enough; it was nearly seven minutes of through-composed, heavily orchestrated VaiMusic. I got a rough mix and a chart, though I quickly learned it well enough not to need it for the tracking. That was a nice session. We laughed and joked our way through some fairly intense parts, took breaks when we felt like it, and came up with a very cool track. Better yet, large chunks of it were done on the initial pass.though the occasional one-note-here-one-note-there method crept in every once in a while.

Then, the prize: "Fever Dreams." By far and away my favorite work we've done together, this seemingly simple rocker was done Vai's way. He called me and I was in the studio six hours later, listening to this tune for the first time, learning it section by section. I realized quickly that he'd done everything else on the track-guitars, keyboards, drum programming, the whole nine-and I was likely going to be the only other guy on it. Hot damn.

Parts of which I'm particularly proud: the "bridge" from 1:15 to 1:51, where I got a nice, long single pass through several long chord changes underneath a fairly naked arrangement and Vai's solo; the stop-time hits starting at 3:00, conjuring up the spirit of Passion & Warfare at its finest; the big 'E' downbeats and increasingly strange bass fills at 3:23, culminating in a stuttering, syncopated climb at 3:42 that I couldn't replicate if I tried; the hyper-speed slap licks (in unison with the drums, so unfortunately it gets lost in the mix a bit) from 4:21 to 4:42; and, most especially, the little descending lick in the re-statement of the head at 5:17, the kind of lick that doesn't say too much, doesn't say too little, and signifies the coming end of a tune like this in the way I've always wanted. If I sound like I'm bragging, forgive me. I just really like what I did on this track, and Vai produced me just enough (and not too much) to help make it happen.

Of course, I do wish that the bass was mixed a little louder on both tracks.but I can certainly live with what's on there. I guess when I write a record, I can mix the bass as loud as I want. (Update: And I did. Ha.)

Another important thing to come from the "Fever Dreams" session was a new recording technique, one I took with me. Check out Act 37 of The Life Of Bryan, scroll down about six paragraphs, and you'll find out more if you care to.

Anyway, to sum up, when the album The Ultra Zone came out in 1999, he thanked me and suggested-in the liner notes-that my middle name should be "in the clinch," something that really made me smile (so much so that I mentioned it in the discography listing for this record as well.forgive me).

Sometime later that year I also recorded a cover of The Kinks' "Celluloid Heroes" for Steve, but as far as I know it hasn't yet seen the light of day. Maybe the box set? [BB's note: Turns out it did make it onto the box set. Click HERE for the skinny on The Elusive Light And Sound Vol. 1, the first CD from Steve's 10-CD box set The Secret Jewel Box.]

The last thing I did for him was a strange, eight-minute ballad called "Melissa's Garden" from his compilation album The 7th Song, again using the Vai method of "come on up tonight and let's do it" and me learning it on the spot. The track is just me, Steve and Gregg Bissonette, working through a mellow, almost floating groove. He was surprisingly specific about little parts on this one, and he could afford to be-as far as I know, it was the first time he used a full blown Pro Tools setup. When he discovered what it could do, and how accurately it could line up disparate parts in difficult sections where the performance was otherwise the right vibe, he literally lost his mind. "I-I-I can't believe this. How did I ever get along without this? Oh my God, oh my God." By the time we were done, the part was exactly what he wanted, maybe more so than ever before.

Then he forgot to credit me on it.but he apologized and made it right on his following release, Alive In An Ultra World. That Stevie Vai.

* * * * *

Part 6: Epilogue

There's plenty of people out there who probably think that I've played a bunch of shows with Mr. Vai. Wrong. As of this writing, I haven't yet played one. (UPDATE: Oh, but yes, I have now! Click HERE to read all about it.) But the studio work we've done has been very satisfying, and I like being a guy he can call when he wants something hairy done on bass in quick order. We don't talk much socially, or hang out or anything. He's just too busy, and I'm not exactly overflowing with free time myself. And now that Keneally is focusing less on Vai and more on himself, and Billy Sheehan has re-entered the picture, unfortunately I may see even less of him.

Frankly, I hope we do the majority of a record together some day. I think if we had a lot of time in the studio and several tracks to kick around, some really remarkable things would happen.

I was also surprised to find out just how down-to-earth a guy who tends towards full body paint for album covers could be. Turns out he's just a guy from Long Island, with an accent and a demeanor I, as a New Jerseyan, recognize from years back. So he has this thing for the number 7, and he's a vegan, and he's into full body paint, and he laces his material with spiritual stuff I don't understand. I knew plenty of guys back in Jersey with stranger habits than that.

Finally, I admit: it would be nice to do one, single live show together. Preferably doing some of the really old material, like the stuff from the "Classified" days. If it could be done in a low-key, non-show-biz fashion—say, a small club, or even a cabaret-style venue—I'd really enjoy that. Not because I want him to stop being him, but because then I'd be comfortable just hanging out and playing with him without feeling like I had to run around the stage and twirl the bass around my head or something. But maybe that's part of why things turned out the way they did…don't you think?

Whatever the reason for everything that happened, it's been my privilege to work with such an outstanding and visionary guitarist. Plus, one way or the other, he changed my life. For the better.

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