In 1977, REO Speedwagon was on the verge. That Midwestern hair and guitar band—having survived several lineup changes since forming at the University of Illinois in the late 1960s—had finally settled on a permanent lead singer in Kevin Cronin. And between Cronin’s clarion voice and unique phrasing, and the talents and appeal of his bandmates, REO was generating growing excitement, especially as a live act.
REO’s successful concert album, You Get What You Play For (1977), created enough buzz, in fact, for Epic Records to give the bandmembers—vocalist/musician Cronin, guitarist Gary Richrath, drummer Alan Gratzer, bassist Bruce Hall (who joined after the live record), and keyboardist Neal Doughty—more creative control over their next studio release, You Can Tune a Piano, but You Can’t Tuna Fish.
However, the label also wanted a trusted influence on the project, so, executive producer John Boylan brought the band out to L.A. and asked his frequent engineer Paul Grupp to record and mix the album, and to co-produce along with Cronin and Richrath.
“I’d run into the band several times before, and I liked their previous records,” recalls Grupp, who had gone independent in 1974 after two years on staff at Capitol. “I liked their instrumentation and their energy and their tunes, and I thought they hadn’t always been presented to show their best in the past. I thought I could help do that.”
Grupp took REO to Sound City Studio A, his favorite room at the time for instrument tracking. Each song on You Can Tune a Piano… started with the rhythm section—usually just bass and drums—but the album’s opening track, the Kevin Cronin-penned “Roll With the Changes,” includes Cronin playing a percussive but lush piano rhythm part, so piano was added to the basics. “We needed to have the drums, acoustic piano, and bass locked together,” Grupp says.
The specific sound of Sound City’s Steinway grand was also key: “We had a piano technician work on the action and voicing, and he actually hardened the hammers to give it more attack,” Grupp says. “The piano also needed to have a very quick response because sometimes the keys were being hit so quickly that they were misfiring, so we had work done on that, as well.
“Also,” he continues, “since the piano was being recorded in the main room with the drums, we had this big box: We took the lid off [the piano] and added a box that perfectly fit the shape of the piano but went up several feet; it was acoustically deadened, so no reflections came back off of it. But inside, I used what was pretty much my usual method: an AKG 414 on the midrange, Neumann U 87 on the bottom, and two AKG 452s on left and right sides to pick up the hammers and that nice growl on the bottom end that comes out when you get the mics just right with a well-balanced midrange.”
Grupp took Hall’s bass direct and simultaneously miked his amp with a U 87. “Since the 87 was back about a foot from the speaker, which causes a time delay of about a millisecond, I put a millisecond delay on the direct to get the direct signal and the amplifier signal in perfect time align and phase,” Grupp explains.
Gratzer’s kit was situated about two-thirds of the way toward the back of the room from the control room glass. “I can give that away now that the studio’s closed,” says Grupp. His go-to drum-miking scheme at the time included a Neumann U 47 FET on kick, a Shure SM57 on snare top, an AKG 414 on snare bottom, 57s on toms, and two AKG 414 overheads.
“The overheads would be directly over his ears,” Grupp says. “It occurred to me that drummers spend their whole life tuning and balancing their drums to what they hear from where they are sitting. So, that is best captured by a stereo pair as close to their ears as you can get them. A lot of my drum sound comes from those two overheads.
“I also had two 452 room microphones to pick up the gorgeous room sound, heavily EQ’d through that Neve  console,” he adds.
The synchronization and interplay of the instruments on that basic track are obvious strengths of this song, right from the intro—and that’s before even mentioning the vocals, or B-3 or guitar solos—but there are less conspicuous aspects of the arrangement that also up the ante.
“After the basic track was done, Kevin overdubbed an acoustic guitar rhythm part,” Grupp recalls. “No one even knows there’s an acoustic on the record, because I EQ’d it to sound more like a percussion instrument than a guitar, and then I blended it with the hammer sound of the piano and the hi-hat. The idea was to tie the percussive part and the melodic rhythm parts together.
“I would start by pushing the acoustic guitar fader up more and more, and as soon as you could hear there’s an acoustic guitar, I’d move the fader back the smallest amount. The intention was to turn it into a percussion instrument, but nothing scratchy like a shaker. I added a lot of attack and a lot of thinness and treble to make it very percussive, and probably some [UREI 1176] limiting to get that attack, as well.”
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Grupp used an unusual mic on that acoustic guitar; he calls it his “magical microphone”—a modified B&K voicing mic that was a secret weapon on his sessions for decades.
“I started using that in the early ’70s,” he says. “I was doing a Marshall guitar session, trying to capture this great Marshall sound, and I was getting close but not all the way there. Finally, I said, ‘Okay, this microphone doesn’t lie,’ and I tried the voicing microphone. It was noisy—it was designed for measurements, not recording—but I thought, ‘This sounds accurate.’ I took its power supply and preamp and did some modifications to make it more suitable for recording. They quit making that mic three or four decades ago, but I still have a couple of them.”
The next part to be overdubbed: Cronin laid down his vocals in Studio B at Record Plant, which Grupp preferred for vocal tracking. Again, Grupp used his magical mic.
“The lead vocals on the entire album were done in one day, and they were all doubled. Kevin would sing it, I’d wind the tape back, and he would sing it again so perfectly that it sounded like one voice. It was uncanny the way he could repeat all of his inflections and his timing, because he sings some real syncopated parts, and if those are off just the smallest amount, you’d hear it. ‘Roll With the Changes’ was two passes without any punch-ins.”
Further overdubs back at Sound City included Neal Doughty’s uplifting B-3 parts, which were carefully arranged to interact with the gospel-style backing vocals on the song for maximum impact. “We had the harmony parts worked out so that, on the last repetition [of ‘Keep on rollin’, oooh’], the singers hit a high C, which is the highest note on the B-3 keyboard; that way, we could have the B-3 solo start out with a gliss up and hold that high C. Then [in the mix], the faders would cross from one to the other so the harmonies would [lead into] the B-3 solo.
“We also realized, it would allow something magical to happen if Neal would hold one note, and play a solo around that,” he adds. ‘That note would drop in volume as the other notes hit, and then come back in volume as the other notes released, so it would intermodulate with them.”
To capture the B-3, Grupp placed two 414s on the Leslie’s top rotor and an 87 on the bottom. “But when you mic the bottom rotor you can get too much whoop whoop, so I go up to the port to get more bass sound with plenty of rotor sound still coming through,” Grupp says.
When fans think of classic REO Speedwagon, they may fondly remember their live shows, power pop like “Roll With the Changes” or ballads like “Take It on the Run,” (1981), but anyone who listened to this band back in the day would likely say that their defining sounds were Cronin’s voice, and Gary Richrath’s guitar. Grupp understood the pivotal importance of Richrath’s solos, and he and the guitarist spent Christmas Day nailing down those parts.
“Everyone else was with their families celebrating, but Gary and I were in the studio working out guitar parts,” Grupp says. “And there were a lot of parts on this song: the answer licks and other parts throughout the verses, plus the intro solo, the middle solo, and then the end solo that was really specifically worked out. I had a lot of ideas about the structure and interplay of the two solo guitar parts.”
Richrath’s Marshall amp and cabinets were out in the studio, miked up with the magical mic and a 414 back a few feet, and at the other end of a long cord, the guitarist sat in the control room with Grupp. “If we needed to get sustain—since he couldn’t stand in front of his amplifier—I had a little 3-inch Auratone speaker and I would put only his guitar in that speaker, and he would touch the very top of his guitar, where the tuning pegs were, to that speaker; it would vibrate his guitar with the note he was playing and it would sustain forever.”
Richrath and Cronin were both on hand to mix with Grupp on that famed Neve at Sound City. Grupp says that everyone felt the sounds were better and truer through the monitor panel, so they ended up mixing like that, with band members often helping on the faders. Grupp says that “Roll With the Changes” was his favorite song on the album from the start, and he was not surprised that it rose to 58, while the other hit single on the album, “Time for Me to Fly,” went to 56 on Billboard’s 200 chart. You Can Tune a Piano, but You Can’t Tuna Fish went double-Platinum, and marked the transition of a regional band from rural Illinois to a national success.
Grupp is now semi-retired and still in L.A., and REO Speedwagon continues to tour with guitarist Dave Amato. Richrath left the band in 1989, and he passed away in September 2015 at the age of 65. The song “Roll With the Changes” continues to be an REO fan favorite and a Midwestern mainstay; it fit well as part of the 28-song playlist at President Obama’s 2012 election night celebration in Chicago.