Lounge Ax, Chicago, IL
June 14, 1991
*Uncle Tupelo Upgrade Project, Vol. 2*

Source: Custom built stealth mics > cassette (I believe a D6)
Transfer: Master cassette > Denon DTR-80P (DAT, 32 kHz); that DAT > Tascam DA-20 > Marantz CDR510 > CDR(1) > EAC (secure mode) > FLAC

Taped and transferred from master cassette to DAT by Jeff S, DAT transferred by mrpember

01- I Wanna Destroy You* (Soft Boys cover)
02- Discarded
03- Flatness
04- Looking For A Way Out
05- D. Boon
06- True to Life
07- Fall Down Easy
08- Cold Shoulder
09- Postcard
10- Nothing
11- Factory Girl (snippet, Rolling Stones cover)
12- Life Worth Livin'
13- Punch Drunk
14- Watch Me Fall
15- Whiskey Bottle
16- Gun
17- Everybody Knows This is Nowhere (Neil Young cover)
18- That Year
19- Factory Belt**

Encore 1
20- Atomic Power (Louvin Brothers cover)
21- The Mike Heidorn Song (written and sung by Brian Henneman)
22- Graveyard Shift

Encore 2
23- talk
24- Screen Door
25- Left in the Dark (Vertebrats cover)
26- I Got Drunk

* brief glitch (from master tape) at 2:03
** very brief diginoise at 2:57


Jay Farrar: guitar, harmonica, vocals
Jeff Tweedy: bass, vocals
Mike Heidorn: drums

Brian Henneman: guitar & lead vocals on track 21

The purpose of the Uncle Tupelo Upgrade Series is to circulate live recordings of Uncle Tupelo and related bands with known lineages, focusing on recordings taken directly from masters or from the cleanest, lowest generation copies available. Some are shows that have circulated online for years with unknown or incorrect lineages and others are shows that have not been widely circulated in the file-sharing era. I will share any information I have regarding the recordings, as well as any features of the shows themselves that make them special to me.


For Volume 2 of this series we stay at Lounge Ax in Chicago, less than 3 years before their 3/24/94 show included as Volume 1. In "Uncle Tupelo time" 3 years was an eternity. This was the original 3-piece lineup who really peaked onstage from around this time until drummer Mike Heidorn left the band in early 1992. If you are familiar with them mainly from the expanded lineup from the ANODYNE tour, this was a very different band.

This was a one-off show on their way to Boston to record their second (and my favorite) album, STILL FEEL GONE. This recording circulated widely during the old tape trading days and has long been a favorite of mine. As far as I know it not been on file sharing sites much if at all, I have no idea why.

This was the first of at least seven Uncle Tupelo shows that taper Jeff S recorded in Chicago. Jeff knows a *lot* about microphones and this show was recorded with a set of condenser mics that he put together himself for stealth recording. The results are quite good, very clear and balanced with great instrument separation but also a bit of occasional distortion in the low end and vocals. Some of this may have been the PA at Lounge Ax which was never top-of-the-line. There is some crowd chit-chat but nothing too major, it sounds like you are there with a band and a crowd having a fantastic time in a rock club on a Friday night. Samples provided.

Jeff S transferred his master cassette to DAT for me back in 1995, that is the source for this release. The recording is untouched from the master other than a few fades.


Maybe because this show was a one-off and not part of a regular tour, on this night the band was quite loose and even chatty by their standards (Jeff says "we've said more in the first four songs than we've ever said to any audience in our life"). The set included 11 of the 13 songs that ended up on STILL FEEL GONE, and after being battle-tested onstage for the previous 6+ months they were very close to the released version, really tight and focused.

There are quite a few highlights from this show. I really like the brief Minutemen-ish guitar riff / groove before the last verse of "Graveyard Shift," it's a little twist they added to try and freshen up a song they had been doing every night for quite some time. This show has a great version of "Left in the Dark" by midwestern heroes The Vertebrats, they killed on this song. As mentioned previously, the new songs sound great. They needed a few tries to start the final song "I Got Drunk" but that is the only real sign of rustiness from not playing live in for awhile.

The huge highlight for me is the only known version anywhere of Brian Henneman's wonderful song about drummer Mike Heidorn. Brian, who later formed and still leads the mighty Bottle Rockets, was their guitar tech and merchandise guy back then and its clear from this song how tight they all were at the time. And even in this kinda jokey song his songwriting chops come through with all the inner rhymes. Some friends said they remember him playing this song at a solo gig or two, but as far as I know this is the only recorded version and for me it's a treasure. The band clearly knew it without any hesitation so it must have been in their set at least a few more times.


mrpember, September 2020