The Liner Notes
Candle in the Night, produced by Phase II and
Bruce Clement, was recorded at KUNC-FM studios,
Greeley, Colorado, and originally
aired 14 October 1978.

The Phase II extended play record was produced
in 1979 by Phase II and recorded at Eaglear
Studios, Johnstown, Colorado;
engineered by Dwight Oyer.
Guest drummer: Bill (Will) Gleisberg

All other songs were recorded between 2007-2008
by Nicholas Tesluk and Mark Andrews at Phase II
Sound Studios.

Nicholas Tesluk: 12-string acoustic guitar, electric
guitar, flute, recorder, vocals.
Mark Andrews: Keyboards, mandolin, recorders,
electric guitar, vocals.
Additional drums/percussion: Cyrus M. Beatty

Afterglow was produced by Phase II, Axel Frank
and Max Percht, with final mastering by Axel
Frank at Blue Lounge Studios,
Berlin, Germany.

Cover, booklet, disk artwork: Nicholas Tesluk

Front cover
Nicholas comments:
Mark comments:
Back cover
Disk label
Booklet cover
1. That's Alright
(Music: Tesluk / Lyric: Andrews)
2. Sweet Lady Fair
3. Sandy
4. Never
(Music: Tesluk / Lyric: Andrews)
5. Revelations
6. Introture /
Goddess of Dreams
Phase II EP version
7. Fly Away
Phase II EP version
8. I Lost the Song
(Music: Tesluk / Lyric: Andrews)
9. Glencoe
(Music: Tesluk / Lyric: Andrews)
10. Just for You
11. Rest
12./13. It Doesn't Really Matter
15. Memorabilia
(Music: Tesluk / Lyric: Taylor)
16. Lament
(Tesluk / Andrews)
17. Goddess of Dreams
Candle in the Night version
18. Greensleeves
19. Where Has She Gone
21. Fly Away
Candle in the Night version
     I wrote "Goddess" in 1978. I was living in a "garden
apartment" which is not quite a basement but also not
quite ground level, so could be classed as
semi-subterranean. Like something inhabited by creatures
of the night. The advantage of the flat being partially
buried was that the internal temperatures would stay
cooler in the summer and warmer in the winter. The
rather large disadvantage was that the bottom of the
ceiling level windows were at ground or "sidewalk" level
at the exterior. Thus, with all of the drapes open it was
like living in a cage at the zoo where every passerby could
look into my apartment to see what was happening down

     One afternoon, as I sat inside reading a book, an
attractive, golden-haired (of the Clairol variety :o)) lady
friend of mine who lived above me in my apartment
complex happened to be passing by. I liked her sense of
humor and enjoyed talking to her whenever we met, so I
began a conversation through the open window of my
living room below. Though our friendship was platonic
and never progressed beyond that stage, I had always
thought that it would have been interesting to have
known her better.

     So as she strolled away down the walk after we had
spoken awhile, the lyrics of this song came to me in a rush.
I set the lyrics to music shortly thereafter.
     It was around 1980. Nicholas and I were the only ones
in the practice room (also known as "the Nicholas Tesluk
basement") the night he debuted this song for me. I was
immediately transported by its heartaching,
heartbreaking poignancy, and worried about how I could
ever musically match the emotional extremes it made me
feel deep inside.

     Nicholas pulled his chair close to my keyboards and
played and sang the song over and over, while I felt my
way through an ever-evolving synth arrangement. Once
we both felt good with what we had, we performed it one
more time for a cassette deck recording. And then...
inexplicably, the tape was filed away and forgotten!

     Jump ahead to 2007. Imagine the thrill when, digging
through my old Phase II practice tapes, I came across the
one lone, original cassette copy we had made way back
when. What you hear on this recording is a polished
version of that exact arrangement from so many, many
nights ago.

Nicholas was candid enough to mention the origins of this
song, along with its original title. For my part, I think the
current title most appropriate, as I find this song, an
exemplary love ballad in the classic sense, to be a universal
tribute to all sweet ladies fair, wherever they may be.
     Sometime in the late 1970s, Nicholas gave me a cassette
tape demo, featuring his vocal and 12-string guitar, of a
new song he had composed based on a lyric of mine called
"Never." As time and fate would have it, we never ("Never"
indeed!) worked the song up into Phase II's repertoire ,
and that cassette languished in a bag of Phase II practice
tapes in the back of closets in Colorado, Indiana and New
York. But never say never...

     In October 2006, as Nicholas and I first toyed with the
notion of a re-formed Phase II, I digitized many of our old
practice tapes and sent mp3s to him. Not only did he not
recognize his old "Never" demo, but couldn't understand
why the guy singing it was impersonating him!

     "Never" now has the distinction of being the very first
song Nicholas and I recorded together in the 21st Century,
more than enough reason for it to have a very special place
in my heart.
     Another lovely Tesluk composition of which Nicholas
had no memory. On one of my old Phase II practice tapes,
one not only hears Nicholas's voice and 12-string guitar,
but our drummer and bassist accompanying him as well,
with occasional awkward and embarrassing attempts by
me to develop some sort of a keyboard part. We ended up
reconstructing this in 2007 from that old recording - and
after 30-odd years, I finally came up with a keyboard part I
liked. (What I lack in speed I make up for in enthusiasm!)

     The choral vocal effects (which we refer to as the
"La-las," and which we had great fun with) just evolved
out of the modern arrangment.

As for Nicholas's habit of intentionally throwing in the
occasional extra beat, it's usually confounding, but
ultimately always catchy; and once the rhythm sinks in, I
couldn't imagine doing it any other way!
     In 1979, Nicholas and I, along with a group of friends,
made a pilgrimage to the cinema for the excellent new
Who rockumentary
The Kids Are Alright. The film left me
itching to write a classic British-style rock anthem (think
The Who, The Move, or The Pretty Things, circa 1968).

     A few nights later, still on a "Who high" (and having
just heard the final strains of Pete Townshend's "Love
Reign O'er Me" while gazing up at my overflowing
bookshelves), I began scribbling out intertwined thoughts
on a bloody great British invasion band, on literature and
the vagaries of getting published, and on being lonely,
not necessarily in that order.

     "Revelations" probably veers in the British rock anthem
direction, though I couldn't help adding a few baroque
chord progressions and a tendency to ping-pong between
minor and major modes. For this recording, we slowed
things down a bit, giving it more power and majesty. I
also let myself be distracted by some psychedelic tangents,
particulary in the opening and in the bridge, which we
reworked significantly. And I have to say, I find Nicholas's
electric guitar leads - the way they snarl and growl -
absolutely stunning!
     A new recording closely based on our original live
arrangement, "Glencoe" was one of our earliest
collaborations (and probably my first attempt at
documentary songwriting). The story told is of a night in
1692 when two British companies of mostly Campbell
troops being billeted by the MacDonalds of Glen Coe rose
up and began murdering their hosts.

     Having driven through this rugged, now mostly empty
valley a number of times, I'm always struck by its
awesome beauty and eerie emptiness.

     The story was relevant to me by way of my heritage:
My mother is a Cameron, a large highland clan with
strong traditional ties to the MacDonalds and land
holdings bordering Glen Coe to the north. As for lasting
social ramifications of the massacre, I guess time heals all.
(Today I even count a couple of Campbells among my
circle of friends!)
     Nicholas's poignant love song holds another special
place in the Phase II canon by being the band's first new
composition of the 21st Century. In his notes, Nicholas is
almost apologetic in his discussion of the song's simple
melody, but I beg to differ.

     Upon listening to his demo, it was not a stretch to
approach "Just for You" as a modern art song. I certainly
wasn't put off by any melodic simplicity. Many of my
favorite art song composers, including Schubert, Brahms,
Grieg, (Richard) Strauss, Mahler (particularly in his
of a Wayfarer
), Bartok and Vaughan Williams, have drawn
on the 'simpler' folk melodies of their youth,
understanding that such music speaks to us all, because
the experience of youth is one of those few things we all
have in common. For me, it is often that very evoking of
youth past that gives a song its depth of feeling; that is
particularly the case with Nicholas's tale of a love
"separated by time." Though I remain uncertain whether
the song's happy ending is reality or only the singer's
wishful thinking, what is most important to me remains
his overwhelming ache of desire.

     It was a great challenge and joy to be able to lend the
song a "classical" arrangement, though our pseudo
chamber orchestra almost loses its way in the psychedelic
swirls of the bridge. (It was also a great test of the digital
sonic capabilities of my Yamaha SO8 synth.)

     Does the song somehow break with the "Phase II
sound"? I hope that one of our strengths is versatility with
an ability to surprise (just as I remember being surprised
the first time I heard the song "Eleanor Rigby"). Put
simply, I think it is our duty, as musicians, to try things.
All content © Tesluk/Andrews Music 2010
[Last updated 28 July 2013]
     As part of our acoustic phase, we recorded the "Candle
in the Night" radio program over a period of about a week
in the month of August, 1978. On the night that we
recorded the beautiful and lilting "Where Has She Gone",
the program's producer, Bruce Clement, invited two of his
friends, Dan and Barbara Hanna, to the recording session.
I vividly remember the evening. I thought Dan was a
pretty cool guy but I was absolutely stricken by Barbara's
gentle beauty. Though we all saw each other again at a
few gatherings in the next few months, it wasn't until
later that I found that their seven-year marriage was
coming to a tragic end. Their divorce was final in 1979 and
Barbara and I wed in 1980.

     This song was thus written as a testament to our first
meeting in the studio of the radio station and my undying
love for her. Now that it has been several years since our
twenty-two year marriage ultimately succumbed to a
similar mournful fate, the original title, "Barb's Song", was
changed to protect the innocent.

     A memory has stayed with me of Mark saying (after
hearing the song on the night that I debuted it for him)
that the music, especially the part "And the seed.....",
followed by Mark's then newly created instrumental
bridge, reminded him of French film music. Upon hearing
that, I surely realized that it was true as I imagined a
chorus of soprano voices "la-la-ing" that portion of the
melody in a sixties French film. For that matter, my
all-time favorite film composer, Ennio Morricone, has
used similar strains, also with a female chorus.
     Well, what can I say? I suppose it's to my credit that the
only two songs that I completely and utterly forgot were
"Never" and "I Lost the Song". As stated in the liner
booklet of "The Afterglow" phase of the album, it must
have been the stress of the breakup of the group that
caused me the anxiety to absolutely blank out these two
songs. And also given the fact that, as Mark states, we
didn't really develop them past the initial writing and
rough recording stages.

     But, casting modesty aside, what a treat to find out that
I absolutely loved this song that I had co-written when it
was reintroduced to me. It was the first song we
developed and recorded after reuniting, and when I heard
the glorious piano bridge that Mark created, I was
positively spellbound. As I told him at the time it
reminded me of a combination of Dave Brubeck and Floyd
Cramer, two of my all-time favorite pianists.

     Now, after countless hours of listening to the song and
playing and singing it, I never (yes, "Never") seem to tire
of it.
     I recently purchased the DVD of The Kids Are Alright,
mentioned in Mark's comments and watched it again and
was as transfixed as Mark and I were when we watched it
in the 1979 theatrical release. I watched it once more with
my daughter, who is quite a fan of The Who's music, but
she hadn't realized until then that it was Pete
Townshend's genius that created all of their fine songs.

     Mark's song is a unique and fitting tribute to one of the
most enduring and inventive musical groups of several
generations embodied within his own life experience.
Quite an inventive touch.

     The new version of this song is a bit slower than the
original with many added psychedelic overtones. I had
quite an enjoyable time developing the backing vocals
leading into the lead guitar bridges.
     No question about it, I truly did lose this song . But
again, when I regained it, I loved it.

     The music I had composed for the song was a bit
quirky in the timing between lyrical phrases, and when
recording it for Afterglow, I tried to keep most of that
quirkiness intact since it added a certain charm to the
song. Of course, this adds to the complexity of rehearsing,
recording or performing the song since one must
remember to count, say, five beats instead of an even
number like four or eight. Fortunately, Mark is a pro at
adapting to some of my quirks :o).

     I must give him full credit for initially devising the
"La-las" as they just worked so perfectly with this song. He
also gets credit for the "rocking out" portion of the song,
which was a truly fitting climax leading to the final sets of

     Mark's haunting lyrics, which paint an eerie portrait of
the ancient Scottish tale, were truly the inspiration for my
music and I hope that I have complemented them well.
The driving, even rhythm made this a great song to
perform live in the days of our progressive phase.
     Not many years ago, in the process of doing my, what I
term, "put the food on the table", work of servicing
printers and copiers, I took a service call in a mortgage-
loan office. While there, I met a lady who was half my age.
There was something about her that made me think and
dream about her long after I left the office, and reignited
when I would once again return there. Though my life is
usually an open book, I'll keep the outcome of this
particular story a mystery.

     The song consists of a very simple melody and when I
gave Mark the song to orchestrate and arrange, I told him
to listen to it before looking at the rather elementary
chord progression. Actually, quite unusual for me since I
don't seem to have the term "3 chord song" in my
vocabulary :o). I am somewhat redeemed by the switch to
the minor key on the third verse.

     Mark took the baton and turned a simple song into a
veritable symphonic masterpiece! There has been a bit of a
buzz that this song, being our only new song on the
album, didn't befit the 70s "retro" feel of the album. Not a
bad commentary at all and it is actually quite insightful.
Though Phase II began as a late 70s/early 80s group, we
don't want to be stalled in some sort of time-warp. The
Afterglow album put everything we had from that era
(radio program, 7-inch EP, and miscellaneous early works)
into one retrospective album. The new song was included
not only to show that this wasn't just an album of some
old music that we pulled off of a dusty shelf, but to point
to the direction we will be taking in the future. As the ad
says, "a launchpad". The songs we've written since, while
certainly retaining our Phase II style, will bring a
refreshing new element to our music that I don't think
will disappoint.
     I vividly remember the day that Mark first played this
song for me. I must say that it left me positively
speechless! And this was just on an organ with no
synthesizers or special "train" effects! But the haunting
melody and the meaningful lyrics were just fantastic! In
fact, through all of the years of Phase II's dormancy, I have
found myself humming or whistling portions of "Rest" at
various times throughout countless days.

     Of all the regrets I had when the group split, the most
grievous was that "Rest" would never be heard by the
public. It was just too great a song to be relegated to the
dark and desolate dustbin of humanity.

     Now, due to the miracle of modern technology, it is
better than ever, and I feel that it has reemerged in a cloak
of numerous and vivid tonal colors. The authentic train
effects, the dynamics, the wall of sound and the build to
the grand finale just improved on something that was
absolutely great from the beginning.
     In the summer of 1977, discontented with my life in
Colorado, I returned to southern Germany where I'd
spent the early 1970s. I was going to play in a band with
which I'd had some history (most recently as composer/
Blue Grass was popular in the Backnang area, but
had recently changed its name to
Yannis based out of
Heilbronn. Traveling to band rehearsals one dreary winter
day, I was one of a handful of passengers clacking along
on a small local train through villages and farmlands
between Heilbronn and Marbach. Bored by the
intermittent fog, I leaned against the window and
composed a tune to the rhythm of the rails.

     Suddenly, and with great force, the train ground to a
halt in the middle of a fallow field. The door at the front
of the car crashed open and the conductor stormed down
the aisle past us and out the rear door. We could hear him
hop down onto the rails and jog away in the direction
from which we'd just come. After some time, the
conductor, pale and visibly shaken, reentered through the
coach's back door. He muttered quietly to a passenger at
the back, then hurried away toward the front of the train.
The passenger at the back spoke one word to the rest of
us: "Selbstmord!" ("Suicide!")

     The story made the papers: A young man, barely an
adult, whose fiance had died tragically just days before,
"ran to meet the passing train," our train, in order to be
with her once more.

     The experience haunted me for quite some time. In
order to exorcise the ghost, this song - which includes the
tune I heard in the train rhythms that eventful day - has
acquired an almost celebratory feel. Rather than dwell on
the inherent tragedy, I wanted to sing to the Journey -
both the literal journey I took that day, and the
metaphoric one taken by my fellow traveler. In our
different ways, we were each looking for a bit of "Rest."
    This was Phase II's first recording of "Fly Away" - a song
I'd only previously performed in Heilbronn, Germany (see
Phase II EP Liner Notes). This radio version presents a true
Phase II rarity: I was the lone guitarist (plugged through a
sound-modifying Phase Shifter pedal for that appropriate
windy sound), while Nicholas got a chance to show off his
skills as a flautist. (And also shook some mean
     I like to think of this as another of our "first" songs. It
seems to me it was the first song Nicholas wrote after the
inception of Phase II, and as such, I believe "Goddess of
Dreams" to be the very first song to have a Phase II
arrangement from its very outset, although of course, we
ultimately expanded the bounds of that arrangement in
the more progressive version (see
Phase II EP Liner Notes).

     In this radio version, the song is carried by Nicholas's
lead vocal and amazing 12-string guitar work. I provided
alto recorder parts, some electric lead in the bridge, and
harmony vocals.

     Though a few grains of Nicholas's "sands of time" have
slipped away since we first performed this song, I know
that his "Goddess" will remain a part of us forever.
     This is the second-oldest song on the Afterglow
recording (the oldest being the Changes song
"Memorabilia"). I wrote this in early 1977 during a
particularly brutal period in my emotional life. Being
someone in real life who tends to over-analyze everything
that goes wrong, it was particularly cathartic for me to
play the part of someone who hides behind the 'certainty'
that nothing really matters.

     In the radio version, Nicholas played his 12-string while
I played a heavily phase-shifted electric (and tried most
sincerely to emulate an occasional Neil Young-style lead).
The reprise of the song at the very end of the radio show
(Track 23) again featured Nicholas on 12-string, while I
traded the electric for a classical guitar.

     I'd performed "It Doesn't Really Matter" before in both
band and solo settings in Colorado and Germany, but
didn't grow to love it until it became a Phase II standard.
     A song with a very rich pedigree indeed. This is Phase
II's version of a song by the classical folk group Changes,
founded by Nicholas and his cousin Robert Taylor in the
late 1960s. This track features Nicholas's intricate 12-string
guitar styling and lead vocal, with me lending some
electric guitar strums, harmony vocals, and an alto
recorder solo.

     The first night Nicholas and I met, I remember we
spent the evening sitting on the floor with mutual friends,
leafing through a neat sheaf of Changes manuscripts,
trying out this song or that one on our guitars and
experimenting with different vocal arrangements.

     In retrospect, I think Phase II had to come about based
on the way our ideas (not to mention our guitars and
voices) melded on Changes songs like "The Saddest
Thing" and "Sweet Eve." In fact, the exquisite "Bleeding
Out Your Feelings Evermore" and "Memorabilia" became
highly polished mainstays - one might even say anchors -
of our acoustic phase.
     Sometimes during our early practices, we would loosen
up a bit by improvising instrumentals using different
instruments or trying to find new sounds. (Such pieces
also came in handy in our other lives as strolling minstrels
at the occasional Renaissance fair or Boar's head dinner.)

     Preparing for the radio show, we realized we could use
some of these as musical interludes or bridges. "Lament"
features Nicholas on guitar and me on alto recorder.

     I've always thought of this as our homage to the
magnificent Ennio Morricone.
     Okay, this is hands down the oldest song in the Phase II
repertoire, dating back to at least 1580 (per Wikipedia).
Out of curiosity, I checked Amazon's CD search and
discovered some 1500 versions currently available. (Of
course, it's not too hard to understand why, after all these
years, it's still being covered!)

     I think we originally worked up our arrangement for a
Boar's head dinner event at a local university, but it served
a similar purpose as "Lament" in our radio show. Nicholas
provided the lovely classical guitar, and I got to play with
one of my newer toys at the time, a tenor recorder.
     I recently found a copy of the words to this in a file of
my old lyrics dating back to 1973, which means I had the
lyric for this song floating around for a very long time
before I added the melody. As for the question in the title,
I can truthfully say I don't know where she went, nor do I
have a clue who she was...(What fickle creatures we

     Though I know the melody to be mine, I know I never
did much with it as a song until Nicholas and I worked up
the "Renaissance bridge" version heard here (with
Nicholas on soprano recorder and me on alto). I have to
admit, I've come to respect the song's simplicity, both of
music and of text.
     This seemed the perfect song to use in its context on the
radio program as it became what we've since referred to as
"bookends" (with homage to Simon and Garfunkel), with
the instrumental lead-in to the song being the
introduction to the program with Bruce Clement's
voice-over. This is followed by the body of the song which
has a great melody and though the lyrics are of a deep
despair, their poignancy develops a strong commiseration
from the listener . Finally, the reprise at the end with the
voice-over recap just gave the whole program an aura of
     In our acoustic phase, Mark and I performed several
songs that each of us had penned before Phase II was
founded. Most of the songs that I had written or
co-written beforehand were part of my repertoire with
Changes, the folk duo I had co-founded with my cousin
and partner Robert Taylor. This particular lyric, written
by Robert, has very beautiful and poignant lines that to
me conjure images of an alchemist or wizard working in
his darkened, secluded chamber.

     The song consists of three sections, each separated by
arpeggios based on the chord of A-major (transposed to a
B-major) which also introduce the song. While rehearsing
the song in Mark's living room one afternoon, following
the middle section of the song, I began playing the
arpeggio bridge, Mark had his recorder in hand and quite
spontaneously started to play along with the melody and
we both evolved into another chord progression that
brought us back again to the A chord arpeggio theme.
Following two more lines of the "bridge" theme in the
upper and lower register, I switched from A-major to an
A-minor chord arpeggio and this was where the magic
happened. Mark took off on the minor recorder melody
that absolutely sent the bridge to another level befitting
the somber and solitary atmosphere of the song. When we
were done creating that, we just sat there, staring at each
other, not believing what we had just created.

     Another bit of spontaneity between Mark and me.
I had devised a lilting chord progression that had
quite a melancholy feeling, and on the day I
introduced it to Mark he took up his recorder and
immediately composed this haunting melody.
Though used as a background for the voiceover
dialogue in the radio program so rather lost in the
shuffle, I have always loved this little musical piece
that we composed.
     Literally one of my very favorite songs of all time, the
theme of "Greensleeves" has always held a special place in
my heart. Loving the song as much as I did, I learned to
play it as a classical guitar piece, for which I spent many
hours delving into the lovely chord progressions of the
song. Of course, when Mark added his beautiful recorder
part to the song, it gave it a pastoral and baroque feel that
became quite a typical theme of Phase II's acoustic phase.
     This was one of the most enjoyable songs to perform in
our early days. Its catchy melody and dancing arpeggios
made it a popular song despite (or due to) its simplicity.
Performing it on stage (and recording it for the radio
program) was great fun for when we'd reach the
"Renaissance Bridge", I would continue playing the
arpeggios on the 12-string, while Mark began his recorder
part. Then while he soloed on the recorder for a few
measures, I would pick up my recorder. We would then
begin the duet. Following that, a lone guitar chord sets up
the a cappella lines which we would sing (while setting
down our recorders) and both break back into our guitar
arpeggios for the ending. Not quite as complicated as it
sounds, but we had to remain coordinated.
     "Fly Away" in the acoustic format had a beautiful and
elegant simplicity to it. Being one of the songs that we
performed both in our acoustic and progressive phases,
the way this song changed, in particular, with the later
addition of synthesized sounds, drew a fitting similarity
to me of the progression of the early iconic music group,
Jefferson Airplane into the later Jefferson Starship.

     Though this radio program was recorded in sections,
each of the songs was performed "live" without any
multi-tracking, so "Fly Away", being similar to the
recording of "Where Has She Gone", was done by setting
down one instrument and picking up another for the
different sections and trying to set them down gently so as
not to make an extraneous sound which would have been
difficult if not impossible to erase from a stereo
"live" track.