Meet The Third Man: The Producer Who Orchestrated A Roots/Elvis Costello Collaboration

Steven Mandel, the co-producer of Elvis Costello and The Roots’ Wise Up Ghost, on dream projects, guerrilla tactics, and the magic of mistakes.

In the liner notes accompanying Wise Up Ghost (and Other Songs), the new collaboration between Elvis Costello and Late Night With Jimmy Fallon house band The Roots, Roots leader Ahmir “Questlove” Thompson saves his biggest thank you note for a name not usually seen in the spotlight, Steven Mandel.

Wise Up Ghost, Album Art

“This was your dream project,” Thompson writes to Mandel, his long-serving engineer and now co-producer. “You were the glue that kept this project alive and thriving…” Elsewhere, Costello adds that Mandel is “a fine judge of horseflesh, your detector is second to none, I can only say ‘Thank you’. I thought it was over. It’s never over.”

And then there’s the recent feature in Electronic Musician, where Costello praised Mandel’s tireless efforts to “narrow the distance between our different perspectives of music,” and for making sure that nothing was lost in translation.

“He kept us out of the danger that you can get into when you keep adding,” said Costello. “You can lose intensity as you add, because the raw thing that you liked initially becomes buried. He’s very good at cutting stuff away. I think he’s done remarkable work.”


So, just who is this mysterious Mr. Mandel?

Speaking on the phone from the Roots’ cramped rehearsal room and makeshift studio at Late Night, just steps down the hall from where Jimmy Fallon and The Roots will inherit The Tonight Show franchise next year, Mandel had just learned that Wise Up Ghost, on which he shares both producer and songwriter credits, had debuted on the Billboard 200, at #16. Good news surely, but his mood could nonetheless be best described as “cautiously optimistic.”

“We sold something like 18,000 records first week,” says Mandel, “but I don’t know what those numbers really represent. I would have liked to have debuted in the Top Ten obviously, but this is still somewhat of an accomplishment. In fact, Elvis was saying it was his best first week since Brutal Youth or something. So, hopefully, it’s one of those albums that people will continue to buy over time. A grower.”



Much has already been written about how Wise Up Ghost grew out of Costello’s first appearance on Late Night, on November 20, 2009, when he and The Roots whipped up a fresh take on “High Fidelity,” based on a one-off live version that Mandel had remembered and Costello himself had forgotten.

Video courtesy of NBC



But according to Mandel, their actual first recording together was for a Squeeze tribute album, a pet project he has been working on for the past decade.

“That Squeeze tribute record started back in Philadelphia,” says Mandel, “long before we got to Fallon. Eventually, Ahmir got more involved, drumming on some stuff and then, once we started working on Fallon, we had more access to a lot of these artists and every once in a while, if I thought somebody was right for that album, me or Quest would ask them to be on it.”

Costello was invited to cover Squeeze’s “Someone Else’s Heart,” which was only fitting as he had produced Squeeze’s original version on their East Side Story album.


“So that was some full circle stuff for him,” says Mandel. “But it was the first time I was in the studio with Elvis, recording his vocals, and thinking ‘Oh my God!’ and stuff like that. The session kind of established that Elvis was great with The Roots, live and also in the studio. So to me, that was sort of the impetus to say ‘Okay let’s do a full record.'”

With Mandel’s dream coming true, he prayed it wouldn’t become a nightmare. Citing Costello’s Blood And Chocolate and King of America, both from 1986, as essential recordings, he knew that if he played his cards right, his name would be on the next one.

“There are a lot of people on my wish list of who could come to Late Night and sit in with The Roots,” says Mandel, “but Elvis was always on my top five list, he has been such a big influence on me and my work in music. I always tell people that even if I was just the tracking engineer on this project it would have been the highlight of my career, but the most amazing thing to happen to me besides being a full co-producer is that I get co-writing credit with Elvis and Ahmir on 13 of the 15 songs.”



Costello & QuestlovePhoto by Tamar Weber

Wise Up Ghost seamlessly blends the seemingly diverse elements of the two names above the title. Naturally, Questlove’s grooves and the Roots’ collective virtuosity lend a new authenticity to the R&B sensibility that Costello has touched on from time to time over his 35 years of recording. And this year’s model Elvis appears to be happily reacquainted with the snarky fury and caustic charm of his original records, confirming that after all this time, his aim is still true.

As the resident Costello aficionado, one of Mandel’s jobs was to guide the two massive ships safely into port.

“I’ve worked with The Roots since 1997 and I’ve been listening to Elvis’s music since 1984,” says Mandel, “so I had this sort of vast experience with both entities. I think they were both happy to have me there as a bit of a translator. On the other hand, you always have to remember you’re in the room with two geniuses, so to step forward and think that I’m somehow on par with these guys is delusional. On 999 of 1000 projects, Ahmir is calling all the shots, but on this one, he was a little out of his comfort zone.”


From the very first session, Mandel was relieved to find that his hero “took a liking” to him right away.

“I suppose,” says Mandel, “he respected the fact I had worked with Ahmir on D’Angelo’s Voodoo album, one of Elvis’s favorite albums of all time. Ahmir and Elvis gave me a lot of creative freedom, but keep in mind, rock and roll icons are people, too. They want to be told the truth, make it great and then go home. You have to be honest with them.”


Although their initial impulse was to merely have The Roots pillage and refashion Costello’s back catalogue, Mandel says they couldn’t resist “flipping older things until they became new things.” Cooking up the basic components in their 30 Rock lab, wonderful accidents began to happen and in time some completely new music and lyrics had crystallized, such as the first single “Walk Us Uptown”:


“It was kind of, Let’s just keep fucking around and see if we can come up with something cool,” says Mandel.

He points to the title song, “Wise Up Ghost” which began with a loop of “Can You Be True,” which in turn inspired all new Costello lyrics, as an epiphany.

“It really occurred to me that, wow, these are new Costello lyrics, that’s kinda cool too” Obviously, the opportunity to rework some of these old songs was so fun, but when I heard “Wise Up Ghost” I though maybe this is even more appealing, to me and probably to everybody else.”


Mandel credits his 15 years working in hip-hop, and the “guerrilla style” recording techniques that he and Questlove favor, for guiding the deconstruction process. But he cautions that, no matter how much sampling, copying or pasting they do, the cornerstone of their approach remains live performance, particularly on Questlove’s drum tracks.


“I mean some of it’s chopped up and looped,” says Mandel, “but a lot of those drum takes on the record are Ahmir playing straight through, the entire take of a song. “Come The Meantimes” is a live drum take, which seems sort of ironic to me because I think it was one of the most hip-hop songs on the record. And on “Wise Up Ghost” we had [Roots guitarist] Kirk [Douglas] playing the same thing over and over again, but instead of copying and pasting it, I had him play the entire six and a half minutes, just to get different things going on here and there because that’s the biggest secret about making music; the genius is in the mistakes.

Costello also learned to flaunt the imperfections. He cut what he thought was a scratch vocal for “The Puppet Has Cut His Strings” straight into Apple GarageBand software on his laptop while sitting in his kitchen at home. The result was, says Mandel, technically flawed but “intimate and perfect” in execution.


“Me and Ahmir played it back,” says Mandel, “and we were looking at each other thinking ‘Jesus Christ, this is sick!’ Elvis offered to come in and recut it, but I kind of got the feeling that he was also thinking what we were, that he wasn’t gonna get it any better than he had it here already. This was the take, on that crappy computer microphone, so it just sounded otherworldly, the texture of it was so bad that it sounded like we did it intentionally to create a mood or something.”


Being stuck at 30 Rock all week meant that even if certain tracks were being flown in from remote locations like Los Angeles, Philadelphia or Vancouver, their tiny rehearsal room at Late Night became the hub of their guerilla recording experience. “Cinco Minutos Con Vos” was built on the intro to that “High Fidelity” cover from Costello’s Late Night debut, while on “Viceroy’s Row” they looped of the intro from a version of “Stations Of The Cross” recorded in their rehearsal room from his second appearance on the show.


Costello and QuestlovePhoto by Danny Clinch

Mandel says that he could go on, but right now, The Roots are back and ready to rehearse another musical guest in their cramped musical closet. And while there’s talk of a slightly bigger room when they become the Tonight Show next year, Mandel is adamant that, wherever they are, he and Questlove will continue their guerilla tactics. As to whether Costello will be involved, it’s too early to say, but he does let it slip news of a “secret Elvis & The Roots song up my sleeve” and an unrelated, and unnamed, surprise planned for Record Store Day. Meanwhile, Mandel still can’t believe what just happened.


“The best part of working with Elvis, besides him being such a great guy, was that he was ridiculously open to everything and candid, very polite, always on time and works quickly. You know, I always wanted to meet him as a fan, but I never even dreamed about working with him and writing songs with him. It’s like Jacob’s Ladder, I’m wondering exactly when I died and this is all some sort of a purging of my memory or something.”


About the author

Paul Myers is a Toronto, Canada-born, Berkeley, California-based journalist, musician and songwriter, and the author of three music biographies including A Wizard A True Star: Todd Rundgren In The Studio (Jawbone Press, 2010). He is also one-half of San Francisco music duo, The Paul & John.