Pandemonium Shadow Show

Pandemonium Shadow Show is the second album by Harry Nilsson. It was the first product of his three-year, $50,000 recording contract with RCA Records, and was recorded in their Hollywood studio. Unlike virtually all his earlier records, Show employed the full potential of Nilsson's three-octave singing voice in the recording studio, turning him into what was described as a "chorus of ninety-eight voices".

Among the songs were originals by Nilsson, and selected covers, two of which were tributes to Phil Spector and The Beatles. The former, "River Deep - Mountain High", employed Wall of Sound techniques developed by Spector, who had earlier co-written a song with Nilsson. The latter included a mellowed-out cover of "You Can't Do That" that cleverly referenced twenty other Beatles tunes in Nilsson's vocal arrangement, and many of the other songs on the album used Beatley tricks, such as pitch shift on the vocals.

Nilsson had hoped to use the title Something Wicked This Way Comes, and had asked sci-fi author Ray Bradbury for permission. But approval hadn't come by the release date, so the lesser-known title was chosen (of a circus sideshow appearing in Bradbury's novel) instead.

The album debuted to little public attention in the US and England, although it was an immediate hit in Canada, where "You Can't Do That" was a top 10 hit.

Outside of Canada the album needed a push, and fortunately for Nilsson the "right" people in show business happened to be listening — including Beatles publicist Derek Taylor, who heard "1941" on his car radio waiting for his wife at the supermarket. Enjoying the track, he ordered a case of copies of the album, sending them out to various industry people he believed would be interested, including each of the Beatles, who were suitably impressed. The Beatles later invited Nilsson to London, ushering in a whole new, larger phase of his career.

A cover of "1941" by Canadian folk/rock artist Tom Northcott charted in both Canada and the US in 1968.

Fellow musician and earlier collaborator Chip Douglas also introduced Nilsson to another best-selling band of the era, whom he was producing — the Monkees. When Nilsson gave the band an impromptu audition of his latest songs, they were similarly bowled over, becoming both performers of his music ("Cuddly Toy", and later "Daddy's Song") and personal friends.

”Without Her” is covered by Blood, Sweat and Tears for the album Child Is Father to the Man released February 1968 (see 1968 in music) and Herb Alpert and the Tijuana Brass for the album Warm released in 1969 (see 1969 in music);

After Nilsson had become better established, through hits like "Without You" and albums like Nilsson Schmilsson, his earlier material finally sold into the black. Nilsson revamped several tracks from his first two albums to produce one of the first remix albums, Aerial Pandemonium Ballet, in 1971.

Track listing

All tracks composed by Harry Nilsson; except where indicated

Side 1

1. "Ten Little Indians" – 2:13
2. "1941" – 2:36
3. "Cuddly Toy" – 2:45
4. "She Sang Hymns Out of Tune" (Jesse Lee Kincaid) – 2:19
5. "You Can't Do That" (John Lennon, Paul McCartney) – 2:16
6. "Sleep Late, My Lady Friend" – 2:41

Side 2

1. "She's Leaving Home" (Lennon, McCartney) – 3:16
2. "There Will Never Be" (Perry Botkin, Jr., Garfield) – 2:27
3. "Without Her" – 2:18
4. "Freckles" (Cliff Hess, Howard Johnson, Milton Ager) – 2:21
5. "It's Been So Long" – 2:09
6. "River Deep - Mountain High" (Phil Spector, Jeff Barry, Ellie Greenwich) – 3:53