Uncle Tupelo
Mississippi Nights, St. Louis, MO
April 23, 1992

*Uncle Tupelo Upgrade Series, Vol. 16*

SOURCE: Realistic PZM microphone > Sony WM-D6 master cassette. Likely a pair of Realistic credit card size PZMs in a hat.

LINEAGE: Master cassettes (TDK SA90) played back on Nakamichi 680ZX > Apogee AD1000 (UV16) analog to digital converter > digital out > coax into Audiophile 2496 sound card > Wavelab (record, fades, normalize) > CDWave > Flac level 6. Tracks combined in Audacity > Izotope RX7 (De-clicking, light EQ, small edits, additional normalization) > CD Wave Editor (re-tracking) > TLH > FLAC(8)

TAPED BY: Tennessee Jed
TRANSFERRED BY: Steve Brothers, final edits by mrpember

01- I Got Drunk
02- Train
03- Punch Drunk
04- No Depression [traditional]
05- Looking For A Way Out
06- Watch Me Fall
07- Outdone
08- D. Boon
09- Fall Down Easy
10- Flatness
11- Postcard
12- Discarded
13- Sauget Wind (tape flip)
14- Graveyard Shift (very beginning cut)
15- Grindstone
16- Gun
17- Factory Belt
18- Nothing
19- Still Be Around

Encore 1: (all with Brian Henneman)
20- Powderfinger [Neil Young cover]
21- instrumental interlude
22- I Wanna Destroy You [Soft Boys cover]
23- Mr. Soul [Neil Young cover]

Encore 2:
24- Sometimes Good Guys Don't Wear White [Standells cover]
25- Diddy Wah Diddy [Bo Diddley cover]

Encore 3:
26- Good Times Bad Times [Led Zeppelin cover]
27- Baby, Please Don't Go [traditional]


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

Brian Henneman: guitar on tracks 20-23

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.

This volume contains what I think is one of the most important shows in the band's history, which was the last show of the original lineup with drummer Mike Heidorn.


One of six Uncle Tupelo shows recorded in St. Louis and Columbia by taper Tennessee Jed, who generously loaned his master cassettes to my friend Steve Brothers to transfer back in 2006. Up until that point this recording was completely uncirculated, and to my knowledge it has not previously circulated on any file-sharing sites.

It is a solid capture, there is some distance to it and it doesn't leap out of the speakers like the best audience tapes of the band but it clear and even and the vocals come through nicely, and there is very little direct audience noise. I attempted some more aggressive mastering but wasn't happy with the results, this one may be a candidate for a remaster.


To me there has always been something special about bands that learned to play by playing together, a musical telepathy where the musicians sort of lean on each other. I hear it in bands ranging from U2 to Green Day to The Figgs to The Donnas, and heard it in droves in the original lineup of Uncle Tupelo.

Uncle Tupelo was Jay, Jeff, and Mike the same way that R.E.M. was Michael, Mike, Peter, and Bill. Both bands brought in different drummers and still put out strong material and played really good shows, but the BAND was the original line-up. In some ways I think that losing Mike Heidorn was a bigger blow to Uncle Tupelo than R.E.M. losing Bill Berry, because the other guys in R.E.M. were all close friends. Not only was Mike Heidorn a great drummer, but along with Brian Henneman (their roadie at the time) he was the social glue who kept things loose onstage and off. When Mike left in early 1992 (he had a family, needed a steady income and couldn't tour as much as he knew the band needed to tour) and Brian left in late 1992 to form The Bottle Rockets, that glue was gone. It would oversimplify things to say that this is why the band broke up, but it does seem like the tension within the band increased pretty quickly without those guys around. I think it's telling that during the band's very last show on May 1, 1994 it was Mike, who hadn't been in the band for two years, who got up and acknowledged the moment and thanked the fans for their support over the years.

This show was not part of any tour, it appears to have been a one-off meant as a goodbye for Mike, though it's not clear if it was announced as being his last show. One friend of mine who was a die-hard fan said he didn't know until he ran into Jeff Tweedy afterwards who asked him "What did you think of Mike's last show?" Just before the third encore you hear Mike say "...anyway, that's my speech" so maybe he said something to mark the occasion that wasn't caught on tape.

Mike has said that his sole lyrical contribution to their songs was the line "I got drunk and I fell down," so of course they had to start his last show with "I Got Drunk." The main set was pretty standard, giving Mike one last chance to bash out the songs from their first two albums. They had just recorded the MARCH 16-20, 1992 album but with the exception of the debut of "Grindstone" they don't touch that material. Jay Farrar seems strangely disengaged for much of the main set; maybe with a new album of acoustic music freshly recorded he wasn't feeling like rocking out on older songs, maybe he was depressed that his friend was leaving the band (Mike was Jay's first call when he was looking for a drummer just two years later).

Jay was fully engaged by the encores, which started with Brian Henneman coming out for their only known version of "Powderfinger" (though they did do this song when playing as Coffee Creek) and a great, very loud version of "Mr. Soul." "Mr. Soul" and the rest of the encores were clearly a look back at the band's history with covers that date back to their days in The Primitives and that they wouldn't play again after this show. "Good Times Bad Times" is interesting, the only live version of ANY Led Zeppelin song as far as I know though of course only a small percentage of their shows were taped. I'm curious about whether this was something they used to play that they pulled out for this show or if they learned it (well, they learned *most* of it) at Mike's request. It is sort of tempting to infer that closing with "Baby, Please Don't Go" was a message to their friend who was leaving the band, but I think it is far more likely that Mike chose that song because he got to play really fast.


mrpember, February 2021

Images for all shows as well as full size images for this show.

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