Let Me Sleep Beside You


Let Me Sleep Beside You.
Let Me Sleep Beside You (live, BBC, 1969).
Let Me Sleep Beside You (Toy, 2000).

Tony Visconti, a 22-year-old bass player from Brooklyn, came to the UK in April 1967 to illegally work as an apprentice record producer. He managed to convince Customs that he was traveling with four guitars because he was a dedicated vacationing musician who had to practice on each guitar daily. In New York he had caught the eye of British producer Denny Cordell by writing a complete arrangement for a Georgie Fame overdub session in an hour’s time, and once in the UK Visconti was put to work on tracks by The Move (“Cherry Blossom Clinic,” “Flowers In the Rain,” “Mist on a Monday Morning“) and Manfred Mann (“So Long Dad“).

Soon after David Bowie’s LP was released in June ’67, Visconti met Bowie at the office of David Platz, Cordell’s business partner and Bowie’s song publisher. Platz thought the two might hit it off as Visconti already had a reputation of being able to work with “hard to understand” artists (e.g., Marc Bolan, whose band Tyrannosaurus Rex Visconti would soon convince Cordell to sign). The first thing Visconti noticed was that Bowie had different-colored eyes. The two talked about American music for hours (both were fans of Ken Nordine‘s Word Jazz LPs), went for a walk in Chelsea, saw Roman Polanski’s Knife in the Water together and had become fast friends by the end of the day. So when Bowie went in to record a new prospective single for Deram at summer’s end, he asked Visconti to arrange and produce it.

Bowie often has been reliant on his producers, using them as interpreters, mirrors, secondary composers, performers, muses and casting directors. Along with Gus Dudgeon, Visconti was the first of the major Bowie producers, and where Dudgeon’s work is that of someone fleshing out an unusual, occasionally brilliant sketchwork (the role George Martin often played with John Lennon), Visconti’s style is both practical in its studio realism and aggressive in its scope: feeding, then realizing, Bowie’s nascent ambitions.

Visconti helped convince Bowie to push “Let Me Sleep Beside You” as his next single, flattering Bowie by pronouncing the song “almost American.” Also, Bowie was dead broke—his LP had stiffed—so “Sleep Beside You” was a bald attempt to ape the success of the Stones’ “Let’s Spend the Night Together” (blunt requests were in vogue). It marks a turn away from the eccentricity and provincial theatrics of Bowie’s earlier Deram material, as “Sleep Beside You” is a basic rock & roll sex song, just sweetened up and given to putting on airs.


It’s a fairly basic composition—the chord progression of the verse (C-Bb-F)  has become so cliched that it’s simply dubbed “the classic rock progression” in Richard Scott’s music theory guide (it’s used in everything from The Who’s “Won’t Get Fooled Again” to ZZ Top’s “Sharp Dressed Man”). Visconti offers stage settings and mood lighting: a cello section; a dominant bass that doubles Bowie’s initial sung hook; and drums (by Alan White, later of the Plastic Ono Band and Yes) that serve as accents and occasional fireworks—the acoustic guitar (Bowie?) is what really drives the track. The strings are a moody, luxurious contrast to the wind-based arrangements that had dominated Bowie’s first LP and “Laughing Gnome” single. In the first verse, the strings repeat a five-note pattern, then offer a series of long-held notes until, after the song peaks with the bridge, Visconti gives the cellists a whole eight-bar verse to sweep through.

What works is the restraint: Bowie and Visconti set up hooks but don’t overuse them (the opening distorted guitar riff (likely played by John McLaughlin) doesn’t appear again until the fadeout, for instance), while Bowie’s figured out how to best display his voice—go low on the verses, high and imperious on the bridge, where he’s trying to close the sale.

“Let Me Sleep Beside You” is a rake’s come-on in the well-worn style of Andrew Marvell and Robert Herrick—the singer frames his seduction as being empowering, the rake merely serving as a means of liberation. He appeals to youth’s vanity; he flatters his conquest with the promise of her alleged maturity: “Brush the dust of youth from off your shoulder/because the years of threading daisies lie behind you now,” Bowie murmurs, keeping a straight face. “Lock away your childhood…child, you’re a woman now/your heart and soul are free.” (Neil Diamond’s “Girl You’ll Be a Woman Soon” had been released as a single in April ’67, and so might have been an influence, but then again the late ’60s were rife with “girl, you’re a woman now” type of lyrics.)

It’s the most lustful Bowie song since “Liza Jane,” but as the track goes on, its aim seems less about Bowie bedding the girl than Bowie wanting to convince the listener that he really is a seductive, charismatic rock star (the promo film for the song, made in early 1969, has Bowie burlesquing the image of rock-star-as-sex-god, years before Ziggy). Bowie’s at last hit on the idea that a reflection, perfectly arranged, of an Elvis-Jagger figure will serve just as well as the original.

Recorded on 1 September 1967. Deram’s review board uniformly rejected it as a single, and it wouldn’t be released until the 1970 patchwork LP World of David Bowie that Deram issued to cash in on Bowie’s post-“Space Oddity” fame; on Deram Anthology.

Photos: Kim Farber, Miss February 1967, with winter flower arrangement; the author Adam Diment in a fertility dance, London, 1967.

11 Responses to Let Me Sleep Beside You

  1. Dire Deparra says:

    This is my all time fave Bowie recording… The big question that I have is… Who played the bass guitar on it? Was it Tony Visconti himself? It’s an amazing bass line, and sounds like a short-scale hollowbody bass like a Harmony H-22… I’ve been wondering who the bass player on this track was for years now….

  2. Anonymous says:

    I’d just like to let you know that this is the most wonderful bit of writing on a pop song that i’ve read in years….I only heard this wonderful Bowie song for the first time moments before reading what you had to say about it. Brilliant.

  3. Thanks so much for that. I like that you reference Marvell and Herrick: I hadn’t thought of it before, but the phrasing and diction of many of the lines is similarly 17th C. (a la the Beatles’ “Golden Slumbers”–based closely on Thomas Herrick). Can I ask what you base the guess that John McLaughlin likely played the opening riff? He’s largely the reason I began playing guitar some 40 years ago. Thanks again

  4. Anonymous says:

    No mention of the BBC version? Very strong take on the song, in my opinion. The arrangement is quite similar to Janine (which was performed at the same session and follows Let Me Sleep Beside You on Bowie at the Beeb), but Bowie is already in full-on The Man Who Sold the World/Ziggy Stardust voice – “high-pitched and imperious”, as you so well put it.

    (Fittingly, the bridge, which was the highlight of the studio recording, fails to stand out on the BBC version, since Bowie sings the entire song that way.)

    • col1234 says:

      lots of gaps in these early entries! obviously the Toy remake deserved a mention as well (and will in the revision)

  5. Praxedes says:

    What a charming song. Bowie is usually a mofo of a songwriter, but I don’t think anyone, even Lennon/McCartney or Hendrix or Morrison, packs as much into one line as “Wear the dress your mother wore.” Meaning, of course, put on the same outwardness of sexuality your mother did before you. Fantastic.

  6. BenJ says:

    The Stones? This is Bowie doing Diamond if I ever heard it. There’s even a pretty close paraphrase of “Girl You’ll Be a Woman Soon.” That’s no insult, either. Diamond had pioneered a certain way of making pop music, and since Bowie’s curiosity was one of his great gifts, it’s natural he’d try to do something along those lines. With good results, one might add.

  7. Robert C says:

    Bass player on let me sleep beside you is john lodge of moody blues using an acoustic bass.

    • col1234 says:

      where did you see this? Cann’s “Any Day Now” has Visconti on bass & believe Visconti has also said this.

      also the john Lodge who played bass on the 1969 album is not the Moody Blues guy. different guy.

  8. Matthew says:

    I’ve been listening to ‘Let Me Sleep Beside You’ recently on account of having been given the 40th Anniversary edition of ‘David Bowie’. When I first heard this after acquiring the ‘Images’ compilation it quickly became my favourite track, I must confess to being non-plussed at the time by much of the rest of the album ( I was a teenager filling out my collection ).

    I love the BBC session take, if you haven’t heard it it’s worth tracking down the full version with the interview before hand, a lovely period peice and amusing to modern ears. DB claiming the lyrics are in no way ‘dirty’ but ‘ethereal’ before the band absolutely rip into it.

    I always felt that this could easily have been DB’s breakthrough single had the record company got behind it, not a No.1 but easily top 40, maybe top 10, here in the UK and I find it strange if it was rejected for being too sexual as the Stones ‘Lets Spend The Night Together’ hit No.3 after being released in Jan 1967 and contains drug references as well as the sexual ones.
    Another ‘what if’ alternative history, would we have had Ziggy if this had been a hit in 1967?

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