line up 1 (1967-68)

- Ian Bruce-Douglas -- vocals, guitars, harmonica, recorder, theremin

  keyboards, bass, recorder, vibraphone

- Barbara Hudson -- guitar, vocals

- Keith Lahteinen -- drums, percussion, backing vocals

- Richard Nese -- bass

- Geoffrey Winthrop -- guitars, sitar, backing vocals

  line up 2 (1968-69)

- Ian Bruce-Douglas -- vocals, guitars, harmonica, recorder, theremin

  keyboards, bass, recorder, vibraphone

- Barbara Hudson -- guitar, vocals

- Russ Levine-- drums, percussion

- Richard Nese -- bass

- Geoffrey Winthrop -- guitars, sitar, backing vocals

  supporting musicians (1968)

- Carole Lee Britt -- vocals

  line up 3 (1969)

NEW - Jeff Baxter -- lead guitar (replaced Geoffrey Winthrop)

NEW - Tom Caulfield -- bass, harmonica (replaced Richard Nese)

- Barbara Hudson -- guitar, vocals

  supporting musicians (1969)

- Kyle Garraham

- Mike Levine -- bass

- Ted Myers -- guitar, vocals (replaced Ian Bruce-Douglas)

- Tony Scheuren -- drums, percussion

66

- The Apocalypse (Ian Bruce-Douglas)

- Azlbrax (Ian Bruce-Douglas)

- Jeff Baxter (solo efforts)

- The Best

- Bloodlust (Ian Bruce-Douglas)

- Chameleon Church (Ted Myers)

- The Doobie Brothers (Jeff Baxter)

- Holy Modal Rounders

- The Lost (Ted Myers)

- Steely Dan (Jeff Baxter)

- Triumph

Genre: psychedelic

Rating: 4 stars ****

Title:  Behold & See

Company: MGM

Catalog: SE 4570
Year: 1968

Country/State: Boston, Massachusetts

Grade (cover/record): VG+/VG+

Comments: small "X" on cover

Available: 1

Catalog ID: 2492

Price: $40.00

A long time mystery to my ears, Ultimate Spinach's sophomore album tends to get dismissed by critics and fans.  Continuing their partnership with producer  Alan Lorber, "Behold & See" was recorded amidst growing personnel discontent in the ranks, perhaps explaining the presence of guest singer Carole Lee Britt on the Hendrix-styled 'Guilded Lamp of the Cosmos' and a couple of songs.  Front man Ian  Bruce-Douglas was again responsible for all the material and though musically it wasn't a major change from the debut, somehow this set simply lacked the freshness found on the self-titled debut.   I'll admit their sophomore set doesn't match up to the debut in freshness, but song-for-song the album wasn't half bad.  In fact, there were more than a couple of tunes that were easily as good as anything on the debut - among those winners were the opener 'Gilded Lamp of the Cosmos', 'Fragmentary March of Green', and the trip in five minutes instrumental 'Fifth Horseman of the Apocalypse'.     

"Behold and See" track listing:

(side 1)

1.) Gilded Lamp of the Cosmos   (Ian Bruce-Douglas) - 2:30   rating: **** stars

Other than having seemingly ripped off Hendrix's 'Foxy Lady' riff,  I have to admit to quite liking 'Gilded Lamp of the Cosmos'.  Guest Carole Lee Britt's vocals gave the song a nice lysergic feel and Geoffrey Winthrop turned in some tasty lead guitar.

2.) Visions of Your Reality   (Ian Bruce-Douglas) - 5:49   rating: **** stars

With Bruce-Douglas on lead vocals, 'Visions of Your Reality' offered up a  surprisingly engaging mix of blues and psych.   Kudos to Geoffrey Winthrop for some sterling fuzz guitar moves.

3.) Jazz Thing   (Ian Bruce-Douglas) - 8:20   rating: **** stars

Yeah, I guess you could argue  the xylophone gave 'Jazz Thing' a jazzy tinge, but it was kind of ca cocktail jazz vibe - music for middle class American trying to be hip and happenin' ...  Sure, it was way too long, but kicked along by Bruce-Douglas' socially relevant "timepiece" lyrics, this was another tune that I'll readily admit to enjoying.  

4.) Mind Flowers   (Ian Bruce-Douglas) - 9:38   rating: **** stars

All hyperbole aside, 'Mind Flowers' has to be one of the trippiest songs ever recorded.   Bruce-Douglas' treated vocals, Winthrop' stunning fuzz guitar and strange chord progressions and the socially relevant lyrics (well for 1968), made for one of those special tunes that not enough folks have ever heard.  Imagine what The Doors might have sounded like had they been capable of penning a true melody.  You had to wonder how many stoned hours were spent listening to this tune ... It certainly made for a quick way to make nine minutes go by.

(side 2)

1.) Where You're At   (Ian Bruce-Douglas) - 3:10   rating: **** stars

As much as I like Bruce-Douglas' voice, Carole Lee Britt sounded great on 'Where You're At'.  Probably the album's most conventional and commercial rocker.

2.) Suite: Genesis of Beauty (in Four Parts)   (Ian Bruce-Douglas) - 9:56   rating; ** stars

Starting out with a folkish, almost pastoral feel, 'Suite: Genesis of Beauty (in Four Parts)' was quite different than any of the earlier performances.  Stretching out over nine minutes, it bounced into a jazz mid-section with some of Bruce-Douglas' most pompous lyrics ...  Can't say I liked it as much as some of the other tunes and it was way too long for the band's own good.

3.) Fifth Horseman of the Apocalypse (instrumental)   (Ian Bruce-Douglas) - 5:50   rating: **** stars

One of the finest things the band ever recorded, 'Fifth Horseman of the Apocalypse' opened up with a wonderful Byrds-styled folk-rock vibe, made even better by an extended Dylan-esque harmonica solo. About a minute and half in the song abruptly switches gear with the focus shifting to Geoffrey Winthrop's multi-tracked, fuzz drenched lead guitar. And just when you were settling down, at the four minute mark the tune shifts to a pastoral flute and organ interlude, before returning to the opening folk-rock melody.  Quite a trip.

4.) Fragmentary March of Green   (Ian Bruce-Douglas) - 6:51   rating: **** stars

Any song starting out with a lysergic-tinged piano is likely to having something going for it.  Combined with Keith Lahteinen's Eastern-tinged percussion and Bruce-Douglas' deadpanned vocals and goofy lyrics and 'Fragmentary March of Green' was one of the album highlights.   Wonder if I'm the only one who heard a bit of Beatles influence in the "sanctify, reality" chant at the end of the song.