Pete Townshend Tells the Story Behind ‘The Who Sell Out’ and Why He Never Got a Tattoo (The Interview)

Rock Cellar Magazine

Join us for a conversation with Pete Townshend for a look at the story behind of The Who Sell Out, which was recently celebrated with a massive Super Deluxe edition.

Released in December of 1967, The Who Sell Out by The Who judged against the flower power psychedelia of albums like The Beatles Sgt. Pepper’s Lonely Hearts Club Band, Their Satanic Majesties Request by The Rolling Stones and Jefferson Airplane’s Surrealistic Pillow. It was an outlier, a zany assemblage of incredible baroque-tinged songs interspersed with jingles and radio commercials, all modeled to play like a pirate radio show.

Bolstered by the powerhouse single “I Can See For Miles,” the band’s biggest hit Stateside, The Who Sell Out is a marvel of sophisticated songwriting smarts and pop art sensibilities. Released on April 23 was a new 5-CD super deluxe box set edition of The Who Sell Out, featuring 112 tracks, 46 of them previously unreleased — including 14 unheard Pete Townshend demos, two 7” vinyl singles (“I Can See For Miles /Someone’s Coming” and “Magic Bus/Dr. Jekyll & Mr. Hyde”), an 80-page hardback book plus various Who replica ephemera.

The whole set offers the definitive sonic portrait of one of the band’s most underrated studio efforts.


Rock Cellar: Pete, the idea of a new Who album at that time was something that kind of came as a surprise to you. How did you land upon the concept of The Who Sell Out?

Pete Townshend: You’re right. It was a surprise, and there are a couple of shades to that surprise. One was that our managers, Kit Lambert and Chris Stamp, were diverted to a great extent away from being managers of The Who to running this record label they had called Track Records, which featured Marc Bolan and, of course, Jimi Hendrix. And it became a money machine for them, aside from the Who. But in the background, there was also a contractual obligation to the parent company, which I think was probably called Polydor back then and they just needed a Who album and we didn’t have one ready because we’d been working so hard.

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You know, we’d been on the road with Herman’s Hermits, we’d done Monterey (Pop Festival). We’d been all over the place. But, even without those huge events, we certainly had been incredibly busy. And although I had a lot of material, I didn’t really feel any of it was appropriate to The Who, only “I Can See For Miles.”

That was the only song that I thought would make a good record. So the first conversation I had with Chris Stamp when he said, “You know, we’re going to put this out whether you like it or not,” and gave me the track list and I said, “Well, Who fans are going to be stunned by this. They’re not gonna know what the hell they’re getting.”

The first thing that I said was, “Why can’t we feature our singles?” You know, we had a number of really well-known singles that were a popular part of our stage act. And he said, “Well, we just don’t want to do that.” And I said, “Well, why not?” And he said, “Oh, we just don’t think it’s the right thing to do.” And I said, “But everybody does this, they put an album out and they add a few new tracks and they gather together their hit singles, which half of their fans may not bloody well heard  anyway, things like “I’m a Boy,” “Pictures of Lily,” “Happy Jack.” Just a whole bunch of stuff that nobody had heard on albums and it gave us a chance to do remixes in stereo and so on and so forth.

And it turned out that the deal that Track had with Polydor excluded the possibility of gathering singles. Those singles were to be gathered on special Greatest Hits records, which came in different shapes and forms. So there was a huge sense of panic and because Chris — who I’d always regarded as a buddy — suddenly became like “the man” (laughs), you know what I mean? The record chief, another scumbag.

We’d just gotten rid of Shel Talmy and now we were dealing with somebody who was managing our band but also running a record label and incidentally, never fucking giving us royalty statements or paying us any money. So it just felt to me like, “Oh, God, you know, how am I going to rescue this?” And I think the idea of doing commercials was already knocking about in my head. I’d already written two songs for Kit Lambert for the American Cancer Society, “Little Billy” and “Kids! Do You Want Kids.”

I think I’d already written “Odorono” about a girl who loses a record contract. It wasn’t meant to be a commercial for “Odorono,” it was just a song about body odor (laughs) and that’s the kind of thing that I was writing at the time, totally off the wall. And it just came up when we spoke about it, we brainstormed about it. And then subsequently, Kit Lambert pulled it together and made one half of the album into a emulation of a pirate radio station.

And for me, it just saved it, just saved it. And not that any of the music was bad, it was just so disparate, so much over the place, so mixed up. You know, I think at that time I was starting to get interested in Meher Baba. I was starting to get interested in metaphysical ideas and a little bit in meditation, that kind of stuff that the Beatles had been doing and hanging out with Brian Jones, who’d met the Maharishi. It felt to me like it needed something to tie it together. And of course, taking it further, Roger Law and David Montgomery came up with a great title and a great cover.

But it was a difficult situation. I would, of course, have written songs eventually and there’s always been a problem for me to find the time to both write the songs make demos of them, which takes me a long time, then go into the studio and record them all over again with the band and then go out on the road and play them and then come back and the guys in the band always wanted the album to be ready by the time we landed. I can remember once Roger Daltrey saying to a newspaper that “Pete writes his best stuff on the road,” which was his dream and his fantasy. (laughs) But I never, ever wrote on the road because I needed a studio — so I was always under the gun.

Rock Cellar: The Who Sell Out arrived during a rich period where you were writing these eccentric character studies, going back to “Happy Jack,” “I’m a Boy,” “Pictures of Lily” and then you had songs like “Tattoo,” “Odorono,” “Little Billy” and “Dogs.” What was inspiring that type of story songs?

Pete Townshend: I’m not quite sure. It kind of came out of the blue. I think maybe it might have been inspired by the success of “A Quick One (While He’s Away),” which was a little song cycle that I’d done, what we used to call the “mini opera,” which was maybe four or five very, very short thematic pieces strung together. We performed that song on the Rolling Stones Rock and Roll Circus TV show.

But it was quite clear that we’d hit on something really quite important and precious, the ability to tell stories and to go quite deep. You know, I think “A Quick One (While He’s Away)” is about child abuse and I think it’s about rape and I think it’s about women’s rights. But for me at the time, I wasn’t thinking of it in those terms. I was thinking just in terms of a story about somebody being deserted. It’s kind of an autobiographical story, I realized many years later.

But, you know, a child being deserted and being abused while the parents are away or the mother is away and then coming back and life being okay.  I think the characters in the mini opera were very real to me. I could see them and I could feel them. So when I started to go back to the idea, “Well, I can’t you know, I’m not going to be able to write a proper opera.”

With the song “Rael” I was on a mission to try to write a real opera and I suppose I meant a rock opera. I meant an opera that might have orchestration in it. I was certainly studying orchestra and studying orchestration. I just didn’t have the time. So I think with “Rael,” for example, which was my mini opera, which should have been an ‘opera opera’, (laughs), I was aware that I wasn’t going to be able to do this in the time that I had available. I couldn’t learn the art quick enough. I couldn’t do it fast enough.

So I started to write what I suppose are vignettes and “Happy Jack” was one of them, “I’m a Boy” was one of them and they were song titles that were mischievous and in some ways, they were sort of lewd in a sense. But certainly, if “Happy Jack” is about mental illness, well, that’s a nice thought, but at the time, what it felt like was I was writing a song about somebody who was just dumb.

It was very much a picture that I had in my head. It’s very interesting. Just recently I realized that being tied into writing lyrics for a band that has a singer, one of the things that immediately happens is there’s no art. You know, you have to write the lyric that suits the singer and that the singer feels that they can get inside, that they can interpret, and that they can take that sort of a dramatic position on that fits in with their style of work, which in my case is Roger, and then you support the lyric with music and that’s the song.

And at this particular time, I don’t think I was doing that. It doesn’t sound very art school, but it was really there. I think I was just having these ideas that I want to write a song about such and such a thing, such and such an idea, such and such a concept, such and such a feeling and I want to attach a figure to it — and if Roger can sing it, that’s good. If he can’t sing it, so be it.

Rock Cellar: Well, what’s interesting is The Who Sell Out features the most lead vocals by you on a Who album by the band — four songs, “Odorono,” “I Can’t Reach You,” “Mary Anne With The Shaky Hand” and “Our Love Was.” Did this happen because perhaps you considered the songs more personal and felt they suited you more?

Pete Townshend: You know, I don’t really know the answer to that. I can only guess. Thinking back to the sessions, we were recording studio called De Lane Lea, and at the same time Jimi Hendrix was using the studio on the days that we weren’t, or we were using on the days that he wasn’t, and I think this was for his first album, Are You Experienced? or for his second album, I can’t remember.

But he was using our studio, and at that time Roger’s girlfriend Heather, who became his wife, had been seeing Jimi and I think Roger was … I don’t know whether or not this is turning into sort of silly gossip, but I think he wasn’t around as much as he would normally be. He used to enjoy being in the studio, but suddenly he was gone. And so I think what actually happened was that I was finishing the songs as I was finishing the vocals, imagining that Roger would come in and replace my vocals … but what actually happened was he just wasn’t there. I don’t think it’s because he heard the song and said, “I’m not going to sing that, it’s not my thing.”

If he hears a song of mine and if he thinks it’s not his thing he doesn’t just say, “I’m not going to sing it.” He gives it a try and if it doesn’t work, he lets me sing on it, so I don’t really know the answer. I just know that I got this weird feeling about those days in the studio, maybe two or three weeks of sessions that he wasn’t as present as he normally was and I think it had something to do with him being concerned about Jimi Hendrix stealing his girlfriend, Heather. (laughs) I think Heather is the redhead he wrote “Foxy Lady” for so I think there was some intrigue going on there.

I’ve never spoken to Roger about what really happened, but he wasn’t around as much as it should have been.

Rock Cellar: As a musician/songwriter I’ve always been impressed with the chordal textures on The Who Sell Out. There’s a sophistication to the material like “Sunrise,” I Can’t Reach You,” Our Love Was, “Tattoo” and “Rael” this record. The songs have a baroque type of feel.

Yeah, well I was obviously a fan of English baroque music in the shape of Purcell. I think I was discovering maybe a few things about arpeggiation on the guitar rather than just rushing out a “Magic Bus”-style rhythm. I very much enjoyed that period. You know, funnily enough, the song “Sunrise” was written very early, back in ’64. But when I progressed, when I did two new versions of it with less jazzy chords, I very much enjoyed that process. It felt to me like I was discovering things about the guitar that I hadn’t discovered before. I was finding ways of creating new harmonies and textures and new sounds.

And, of course, in a way with “I Can See For Miles,” after the Pet Sounds album came out, we all realized that harmony didn’t just have to be two or three-part harmony, it could be five-part harmony, in some cases seven-part harmony. There were challenges going on for me and I was rising to them and sometimes I was pulling them off. I’m glad you like that stuff because I love it. One of the chord structures on one of the songs that I like best is in “Odorono,” which is a throwaway song but the music is lovely. I love it.

Rock Cellar: A song you recorded during this time and issued as a single was “Dogs,” which was a very unusual one. Beyond its cockney humor ala the Small Faces “Lazy Sunday,” there’s some really beautiful musical moments on that, particularly in the soaring melodic motifs in the chorus and especially the outro. What inspired you to write a song like “Dogs”?

Pete Townshend: Well, as a songwriter yourself, you’ll know that what you have to do is just serve the ether. (laughs) You can’t really write songs for yourself. You can’t really just make yourself happy because it has to exist in the present and in spaces that we live in. But I think I’ve always written partly for fun, and then the fun might be dark fun. You know, Quadrophenia was huge fun for me to write because it was about a very, very idiotic boy who was a bit of a prat surrounded by other prats (laughs) and he eventually finds the sea and that’s the kind of the end of the story.

But I very much enjoyed writing about that cycle so it doesn’t just have to be about fun in the traditional sense. You know, there are probably a million people with home studios, if not more these days but if you go back in those days, I was in a class of one. I had a home studio that was better than some of the studios we were recording in and I think that’s why I’m so scathing about the Bradley’s Barn (legendary recording studio) in my intro for the box set. (laughs) The fact that it was full of spiders and my mixing desk was bigger and better than their mixing desk.

Theirs had three big back knobs. But getting back to “Dogs,” I had been hanging out with the (Small) Faces. I loved “Lazy Sunday.” I loved the joy in it and my best friend at the time was Ronnie Lane. But that wasn’t just it. One of my other friends, Chris Morphet, who’d taken so many seminal photographs of me and my family and of The Who too, was a big greyhound racing fan. I got involved in it and I got very excited about it and I wanted to write a song about it.

I think what you’ve hit on is very interesting. At that particular time, I was trying to make the music interesting, and I think I was inspired maybe by some of the experimentation of Sgt. Pepper, but probably more by some of the extraordinary harmonic leaps that Brian Wilson had taken on Pet Sounds. You know, going from songs about the beach that were not much different, not much better than those by Jan & Dean at their very worst and I liked Jan & Dean at their very worst. (laughs) It was very basic stuff. But certainly going to a song like “God Only Knows,” it’s just a huge leap and I think it was inspiring to me and obviously to many others.

Rock Cellar: I wrote a series of books about power pop music called Play On: Power Pop Heroes. You’re featured on the cover of the first volume, an apt choice given you coined the term. I’m curious, you described Who songs at the time like “I Can See For Miles” and “Pictures of Lily” as “power pop.” What was it about that term “power pop” that fit so well with what The Who was doing?

Pete Townshend: I suppose it’s about writing pop songs that have a little more going for them than the usual subject matter. I think what’s interesting, I know this is not an answer to your question, but it might throw some light on it. I think one of the things that’s easy to do is to give a name to something that has changed in a radical way. In one of Brian Eno’s new collections of diaries, he talks about the new words that have come into common parlance since he wrote the first edition in 1997. There are about 150 words that are very, very common and a lot of them, of course, have to do with the internet, but a lot of them don’t. And I think every one of them marks an attempt to put a signpost down that allows us to draw a line between what’s been happening before and what’s happening subsequently.

I think that power pop was just an attempt to say, “Listen, you know, pop songs are not going to be about what they’ve been about anymore and they’re going to have power and energy and color and humor and they’re going to be more important and they’re going to be much more emphasized. They’re going to be more mischievous. They’re going to be more dangerous, possibly.” So tying it into what’s happening right now in the music industry goes back to what I said about lyrics earlier on. When you stack up 20 songs on Spotify or Apple at the moment, most of them are recorded or could have been recorded on laptops using Ableton Live. What’s interesting is that the lyrics are now completely subordinate to the rhythm of the complete piece.

If you want to say, for example, “Darling, I love you, you are the love of my life,” what you would have to say is you’d have to get those words to fit the essential rhythm of the song and so in a sense, we need a name for that kind of thing right now. (laughs) I don’t know what to call that, but it’s definitely something that’s changed dramatically in the past year or two and it’s at the absolute opposite extreme to rap, which although it requires a very solid but very simple rhythmic background and some kind of melodic motif that just gives us some color, the lyric has to be free. The words have to be tumbling. They have to roll off the tongue. They have to come from the heart and the head and the nether regions. And it’s very strange that there are these two extremes that both rely to a great extent on computers and on beats. But one is taking the vocal and setting it free with rap and allowing it to go fucking anywhere. You can talk about any issue at all and then on the other hand, the lyrics are tied very, very tightly to the melody, the rhythm and the shape of the song as conceived by the producer. So I think in a sense, the power pop thing of the thing was a recognition of that time in ’67 that the function of the pop song had changed.

Rock Cellar: With this new The Who Sell Out box set, what were the revelatory unearthed demos that caught your ear?

Pete Townshend: I think the demo for “Jaguar.” I was absolutely thrilled with it. I think the demo for the Lone Ranger film I was thrilled with. My demos were mainly done in a new studio. My wife Karen and I were not quite married, but we decided to try living together. “Pictures of Lily” was actually recorded in her flat where she lived but then we got an apartment together in London and I built a proper studio at the top of the house with a proper mixer, some reverb and I got a guy who I’d met who rushed to help me make it truly professional with no buzzers, no hisses. I got proper speakers and I really went for it. I think I started to take incredible care over the way that my demos sounded rather than just knocking them out and hoping that they would be OK. You know, as an exercise in songwriting, just recording them, because I wanted the band to hear what I did.

And  although I did produce some very good demos that way, for example, “Substitute” is a really great demo and “I Can See For Miles” was another really good demo done on a single machine bouncing from track to track. With the demos for this record, the ones I pulled out that I found, I think a lot of them I was really pleased with the fact that they’re clean and they sound really good.

Rock Cellar: For the D.I.Y. crowd like me, hearing those beautifully rendered demos and the demos on your “Scoop” collections were eye-openers at what could be done with home studios. Lastly, let’s talk about one of the signature tracks found on “The Who Sell Out,” “Tattoo,” which asks the important question, ‘what makes a man a man?”

Pete Townshend: You know, that’s another one from the idea of vignettes, a character, possibly a presage of force for seeing of “Jimmy” from Quadrophenia, a young man who doesn’t quite fit in, who feels that he has to do something in order to fit in, you know, the whole theory of the misfit. But also the whole challenge to the idea of masculinity, which I touched on in “Pictures of Lily” because an admission of using pornography, whether it’s soft or hard or in between, is very un-masculine. It’s a sign of weakness. It’s still seen as a sign of weakness and now it’s seen as a sign of a moral collapse to a great extent because with the internet, it’s become something that’s very addictive.

But with “I’m a Boy,” the idea of masculinity and the way that men are seen to be at a time when I often forget, to be homosexual, to be pansexual, as I think I probably was, but not anymore. (laughs) But I think I was ready to fall into bed with anybody that would have me. (laughs)

I think I forget that homosexuality was still illegal in the U.K., so these adventures had to be couched in vignettes of humor and irony. I wrote “Tattoo” in the middle of the Herman’s Hermits tour. It was a long sixteen week tour. You know, a charter plane and a gig every day and we had very, very few days off. We had three days off in Las Vegas and I wrote “Tattoo” while I was there. I think I was very conscious of the fact that somehow there was a poetry behind all this stuff. It’s so interesting because today, of course, all of this stuff is discussed, there’s New Yorker articles. (laughs) It’s stuff that we can speak openly about.

But, you know, I’ve never had a tattoo. I never wanted it. But I knew that, if you went to prison, you came out with tattoos. That’s something that I knew and I think that’s still the case. You came out with tattoos and huge muscles (laughs) and yet all of the guys that I knew had been in prison, you know, because a lot of the kids that I grew up with and particularly a lot of the kids that Roger grew up with were hooligans and went to jail.

It’s a very, very important song. It’s so interesting the reason the Who still sing it today, it’s because Roger just loves it; he just loves the song. I think Roger loves the idea of challenging himself with the idea of “what makes a man” because when he was a young guy, he talks about the fact that he was short and became a bully, a fighter. Roger was a notorious fighter in the neighborhood we grew up in. I remember doing a gig in Glasgow and he got into a fight with about 10 Glaswegians and he knocked them all out. He was an incredibly efficient fighter. (laughs) With “Tattoo,” I think he loved the idea of playing with the notion of “what makes a man a man.” It’s interesting. It still is, even though we’re not supposed to even think or talk about that stuff anymore, it’s all too clichéd and too old-timey. Let’s cancel it. Let’s cancel tattoos. (laughs)

Have you got any tattoos?

Rock Cellar: No, no. No tattoos.

Pete Townshend: How old are you?

Rock Cellar: I’m 58.

Pete Townshend: Maybe it might be best. I mean, my son is covered in them. He’s got some that I must say, I think they’re great. He’s got one of the Lego cubes. (laughs) It’s brilliant.

Rock Cellar: I think the problem with tattoo is thinking what it’s going to look like 30 years later. I think that’s what kept me from doing it.

Pete Townshend: Yeah, maybe me too. I just always thought as a textbook fucking addict, if I had a tattoo and came out feeling a little high because of endorphins from the pain, I would go back again and again and again until there was no space. I met a guy once at a recovery and he had a little space on his forehead and his skin was so covered in tattoos that he turned green. That’s what happens if the skin can’t breathe.

And I said to him, “Why have you left that space?” and he said, “I’m just keeping it for later.” (laughs)


  • Mitch Renko says:

    This was likely THE most revealing Townshend article I’ve ever read. And The Who have my only “Idol Status” band since attending my first concert where they opened for Herman’s Hermits. I’ve spent decades trying to understand how Keith Moon appeared as a fully formed musician at 18 years old. No closer to solving this at 70 than I was at 16. ✌️

  • Dfactor says:

    Good questions, Ken! AND you got lucky, babe, it seems, with a more reflective, less agitated Townshend at the interview. Win Win (and for us) Win!

  • Howie Edelson says:

    Ken Sharp is the fucking best.

  • Yasha says:

    Congratulations Ken. Tremendous interview.

  • Dawn says:

    As a lifetime Who fan that has to be the best Townshend interview I’ve read. Brilliant stuff – I learned so much.

  • Lisa says:

    Loved this! From now on, Ken Sharp is in charge of all the interviews with Pete.

  • Laurence Todd says:

    Hi …

    Great interview with Pete Townsend, who once again, alongside Roger Waters and Ian Anderson, proved himself to be one of the most erudite spokesmen of the 60’s generation coming from here in the UK .. interviews with him are always a pleasure to read as he always has interesting things to say …

    Take care … Laurence

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