The Liner Notes
Phase II (EP)
Recorded at Eaglear Recording Studio near Johnstown,
Colorado. Engineered by
Dwight Oyer.
Produced by Phase II.

Nicholas G. Tesluk: Vocals, 12-string and classical
guitars, flute
Mark L. Andrews: Vocals, keyboards,
electric guitars, mandolin, bass, alto recorder
Bill Gleisberg: Drums and percussion
Cover artwork:
Nicholas G. Tesluk
Mark L. Andrews
front cover
back cover
1. Introture/
Goddess of Dreams
2. Fly Away
Nicholas comments:
Mark comments:
3. That's Alright
(Music: Tesluk/Lyric: Andrews)
4. Sandy
Being exposed at an early age to opera and musical theater, I
was always intrigued by the idea of an overture -- composers
taking various memorable bits of melody from the whole work
and interweaving them into one brief, self-contained program
piece to introduce the larger work. In this case, there are
variations on all four songs of the EP in the order: "Goddess of
Dreams," "That's Alright," "Fly Away"
and "Sandy."

In my memory, this homage to early synthesists (Carlos,
Tomita, Vangelis, Jarre, Moraz, Schulze, et al) was a ridiculously
last-minute affair. I believe I stayed up very late the night before
to manuscript the whole piece so I wouldn't forget how to fit the
sections together during the next day's recording. All the various
tracks were overdubbed in synch to a click track, which was
later faded out. (In fact, we faded about four seconds of this click
track back into the mix toward the end because we liked the
effect there. You can hear it at the very end of the Introture from
about 1:08 to 1:12.)

We had only acquired the two KORG keyboards used here a
couple of weeks before recording. One was a dedicated
string/brass/chorus/pipe organ ensemble (the very versatile
Polyphonic Ensemble 2000). The lead synth was a MaxiKorg
800DV, an analogue beauty in a natural wood-grain case, with a
primitive built-in sequencer, and two voltage-controlled
oscillators (VCOs) which could magically be set up to trigger
two different notes AT THE SAME TIME!!!!! (Yeah, that was a
big deal back then.)

For our later stage setup, I filled out the Phase II keyboard
sound with a Roland electric piano, and a $40 auction organ
(only my therapist knows the brand!) which I installed in a
homemade travel case. Then there was "Synthia," my lovely
KORG MS-20 with her mysterious dark bank of pots, jacks and
mini patch cables... [*heavy sigh*]
This was a song of many firsts. I think of it as our first true
Progressive Phase song. It was also the first time (not to be the
last) that I would lyrically rip off the great Edgar Allen Poe.
(OK, it was only three syllables, but I shall speak of it
Nevermore!). But most importantly, I believe it was the very first
time Nicholas melded one of his (most haunting) melodies to
what I think of as one of my (most haunted) lyrics.

As rich and full as the verses are, I remember the bridge
being one of our first conscious attempts to create a more
dynamic sound; the tension builds, finally exploding into a
joyous wall of sound, only to fall back and dissolve into a
colorful mandolin swirl of melancholy and regret.

It is my belief that, with the addition of a permanent bassist
and drummer, we were able to maintain that dynamic sound
live, and as such, "That's Alright" became a hugely effective
song on stage. In fact, I think it ended up influencing a lot of our
songs to come.
One afternoon during our acoustic phase, Nicholas and I
were driving up Big Thompson Canyon in the Colorado Rockies
to perform at a youth camp near Estes Park. The day was
glorious, the scenery awe-inspiring, the car radio set to an
alternative music program.

Suddenly and most unexpectedly, the radio broadcast turned
into a eulogy for Britain's highly lauded singer-songwriter
Sandy Denny, who had died of a brain hemorrhage following a
freak fall at the unbelievably young age of 31. I remember us
both being very somber for the duration of the trip.

In fact, the warm-up tapes we had put together to play for
the audience that very evening while setting up our equipment
contained a number of Sandy's unforgettable songs, performed
by her both as solo artist and as a member of the legendary
English folk-rock band Fairport Convention.
I always think of Nicholas's lovely (and powerful) "Goddess"
as the first song to make the full performance transition from
Phase II's acoustic phase (for folk duo) to its progressive band
phase. It's one of only two songs ("Fly Away" being the other)
for which we have recordings of both acoustic and progressive

At the time we recorded the EP, we were still technically a
duo with a hired drummer, so I played the bass part for this
recording of "Goddess" on a very solid Gibson "Ripper" electric
bass found inexplicably hanging on the wall of Eaglear Studio.
All subsequent bass parts on the EP were performed on

"Goddess" was also my chance to go a little nuts on alto
recorder. (Eat your heart out, Ian Anderson!)
Like "Goddess of Dreams," "Fly Away" was recorded both
acoustically (as part of our 1979 radio show) and in the
progressive EP version heard here. Unlike "Goddess," which
remained a very effective live number, I don't recall "Fly Away"
becoming part of our progressive live repertoire. In fact, I don't
believe I ever worked out a final dedicated keyboard
arrangement for live performance, maybe because we'd always
had so much fun playing it with two guitars and/or guitar and
mandolin, and/or guitar and flute during our acoustic duo

This is the only Phase II song I had performed while with the
German band Yannis the year before I met Nicholas. In fact, I
began work on the lyric while watching the sun set from my
plane window on a flight to Germany in 1977.
Mark and I performed "Goddess of Dreams" in its original
form during our acoustic phase (
for the song's history, see #17 of
the Afterglow Liner Notes
), and had it evolve into a more
progressive form for the 7-inch record.

I felt that this song truly benefitted from the latter
arrangement as it grew from the acoustic opening which built
gradually to Mark's wonderful synthesizer bridges to the
"explosion" that launches the song into its final verse, peacefully
resolving to the finale. I also thought that Bill Gleisberg seemed
to really embrace the song very well with his dynamic drum
All content Tesluk/Andrews Music 2010
[Last updated 06 August 2014]
I remember the day that Mark first played his finalized
music for me and I was blown away by how well he had melded
the themes of each of the songs into an overture for the EP. This
was a great time for me in the recording studio (though
probably Hell for Mark :o) ) as I was able to casually sit back
and watch him lay down the tracks for each of the instrumental
parts. As each layer was added it was astounding to hear the
tapestry of sounds develop as it grew to completion.

I had worked with overdubbing tracks on a small scale but
this was my first exposure to anything of this magnitude. We
later used these same layering techniques for the newly recorded
songs of Afterglow and were able to precisely control the
position and volume of each track to create a wall of sound. But
back then it was all done on separate tracks of an analogue tape
and not quite as easy to correct a problem if one were to occur.

Our intent, from the beginning, was to have "Introture" fade
out as "Goddess of Dreams" faded in but Dwight Oyer, the
recording engineer, told us that there was no way he could have
done that unless we had told him beforehand (which I believe we
did, but he had a habit of not listening). So on the EP,
"Introture" fades to an end and "Goddess" fades up from the
brief silence.

Fortunately, with the miracle of modern digital technology,
we asked Axel Frank to remedy this situation while doing his
marvelous mastering work on the Afterglow album, so that now
our initial dreams have finally been realized with a fine
cross-fade from one song to the next.

This, to me, is one of the songs that I would consider a Phase
II "signature song", since it has been with us from the very
beginning. The general feeling of the song is well accentuated by
the "white noise" air/wind sounds. I also felt the soaring leitmotif
of the chorus, when the song progressed from the acoustic phase
to the progressive, was aptly enhanced by the "space lasers"
which I feel truly enhanced the "flying away" feeling.
The vivid imagery of Mark's lyric struck me deeply when I
was composing the music for this song. The lyrical lines conjure
images of bleak solitude on a cold and snowy early morning and
the liaison that ensued. The structure is not the typical ABACAB
format which made it a great lyric for our first cooperative
composition. Each of the three verses begins with a feeling of
desolation for the first two lines, building its way through the
next four lines to a climax of rather deep emotions. My hope was
to capture these feelings in the music and when the chords and
melody developed for the portion of each verse with the first
being "I finally had to let you in...", I felt that I had accomplished
what I had set out to do.

A little anecdote concerning the recording of the song for the
EP. At the point of the song, "On a door I bolted to the world,"
rather than using drums or sound effects to create the
"knocking" sound, I remember Mark actually knocking on a
door in the studio for that perfect sound.
As both Mark and I felt the loss of Sandy Denny very
strongly, when Mark penned this song, I thought of it as a very
fitting tribute to the lady that brought us so much with her
music from Early Strawbs through Fairport Convention and her
fine solo work. It was a terrible tragedy that she died at such an
early age.

While recording this song, there is a part near the end where
we do a vocal round of the name "Sandy", and this was a part
that we thought would be rather difficult to record and I believe
we did it well on the first take. Later when we'd walked out of
the house/garage known as Eaglear Studios but were still
standing in the driveway, I mentioned to Mark that it was great
that the recording of that part worked so well. I said that maybe
Sandy was there watching over us. At that, Mark looked around
as though he'd seen a ghost and we both started running around
acting as though we were being chased. It was all in great fun.