Third Rate Romance


Third Rate Romance (Jesse Winchester, 1974).
Third Rate Romance (Amazing Rhythm Aces, 1975).
Third Rate Romance (Flip City).
Third Rate Romance (live with Flip City, 1975).

Jesse Winchester was just out of college when he received his draft notice. Perhaps it was an act of manly courage; it probably felt like callow cowardice – it might just have been good common sense, not to want to go to Vietnam – but he hightailed it to Canada and lived a decade in exile. Louisiana born and Tennessee raised, Winchester worked the folk clubs in Quebec and Montreal and wrote music that turned the American South he remembered into a magical place, always visible and never reachable. One of his most famous songs – thanks to a cover version by Jimmy Buffett, Winchester himself never attaining mainstream fame – sketches a distant view of a summer day on the Gulf Coast that shimmers like a painting:

Down around Biloxi
Pretty girls are dancing in the sea
They all look like sisters in the ocean
The boy will fill his pail with salty water
And the storms will blow from off toward New Orleans…

The tone of Winchester’s writing, not to mention the exquisiteness of detail in the lyrics, was surely part of what attracted Robbie Robertson, hard at work on his own project of romanticizing America. A stack of Winchester demos reached him somehow, and after recruiting fellow Band-mate Levon Helm to come along to the Great North and play on the record, he produced Winchester’s self-titled first LP in 1970. Perhaps the album’s signature song, “The Brand New Tennessee Waltz,” wraps longing and love and distance and despair up into a gorgeous, shy, penitent farewell:

Oh my, but you have a pretty face
You favor a girl that I knew
I imagine she’s still in Tennessee
And by God, I should be there too
I’ve a sadness too sad to be true

But I left Tennessee in a hurry, dear
The same way that I’m leaving you
Because love is mainly just memories
And everyone’s got them a few
So when I’m gone, I’ll be glad to love you…

Winchester later recalled that this was the first song he ever wrote. We should all kick off our careers half so promisingly.

Winchester was always looking back: at a place, at a time. Maybe it’s a disservice to depict him as some sort of lachrymose wisp of a man, forever haunted by regret and isolation, but this was the persona he crafted in his earliest songs. Indeed, the experiences of youth shaped him until the day he died: his final album, 2014’s A Reasonable Amount Of Trouble, has for its cover a crude drawing he made of his mother weeping, which he left her as a parting gift before departing for Canada; it features a beautiful song called “Ghosts” that implies he left something behind when he fled, losing some part of himself he would never regain, and recalls a prelapsarian time before Vietnam the memory of which, paradoxically, makes him less happy than sad:

If you really need to reach me
Go to nineteen-sixty-three
Playing guitar by the radio
Anything in G
And when I listen to those old songs
It always makes me blue
And there are days where that’s all that I do…

Winchester’s image as a man lost, wandering, wanting to go home but never able to return, helped his career, to the extent he had a career – Winchester couldn’t tour in his home country until Jimmy Carter’s blanket pardon of draft-dodgers in 1977, so his records had to be sold on the basis of a mystique. The first album’s cover is a sepia-toned photo of a sad-eyed Winchester looking bedraggled and emaciated, haunted even, an outlaw tortured by outlawry. This was a character he assumed, as so many performers have, but for Winchester there was something bittersweet and not at all liberating about the process – Jesse Winchester boasts none of the nasty glee that you find, for instance, when Declan MacManus assumed the sharp-tongued-nerd character of Elvis Costello for My Aim Is True. Certainly, Winchester was smart enough to be aware that in song, and in public perception, and indeed in life you have to tailor what’s inside you, parceling out parts of who you are in accordance with expectation and society and even just what’s possible to fit into the constraints the world imposes. But for him it was an unpleasant thing, one suspects. He has a beautiful tune exploring this idea – one probably more familiar to readers of this blog, as Costello covered “Quiet About It” for a Winchester tribute album in 2012:

Be of good cheer
It’s all in His plan
He’s walking with us
And He speaks through every man

But I have this notion
Call it my fear
That I will die alone
And even He won’t be there

But when I feel that way
I thirst, and I want to shout it
Trust me Lord, to be quiet about it…

Costello, perceptive as ever, reads this in his memoir as “what you might call a gospel song,” and notes that it “found a place for doubt and made faith into a struggle of will that admitted frailty and uncertainty.” I can’t help feeling it’s also about life in general: you can feel doubts, Winchester assures us, as well as fears, and you can burn to express them – how perfect, to describe a yearning to speak your mind as a “thirst” – but sometimes, much as you don’t want to, you have to keep them to yourself.


So this wasn’t all he was. But what else was Jesse Winchester, then, besides full-of-wist? Well, for one thing he was a bit of shitkicker when he wanted to be, as evidenced by another song that went on to receive the Costello treatment – “Payday” showed up on 1995’s Kojak Variety, after bouncing through live sets with the Confederates for almost a decade. Costello said he always wanted to record the song, if only so he could sing Winchester’s lusty lines:

I got me this long-legged girl
To help me spend my dough
A heart as big as your mama’s stove
And a body like Brigitte Bardot…

Of course, even this party-hearty number has a hint of nothing-lasts about it: after all, it’s about the way you feel with money in your pocket – “I think I feel like dancing the night away,” goes the lumbering chorus – but it’s well aware that there are lots of times when your pockets are empty. In the midst of the song’s boozy revelry, Winchester also sings:

I’ve been living hand-to-mouth
for what must be three or four weeks
and I can tell you one thing, Jack
you listen when your stomach speaks…

Another thing Winchester was: more adaptable, and less fragile, than you might think. We’re zeroing in slowly on the point here when I ask you to consider his 1974 album Learn To Love It, whose very title, perhaps, says it all – by this time he’d made a home in Canada, even becoming a citizen, and the cover depicts him grinning happily, holding his newborn child. There’s reflective material as always, remembering the land he hailed from – one of the record’s finer tracks is called “Mississippi, You’re On My Mind,” while a couple of French-Canadian numbers recall the state where he was born, to the point where one is literally titled “L’air De La Louisiane.” But Winchester revealed here that he was hardly a sadsack expatriate who did nothing with his time save hanker to go home: the angrier, more political material finds him being not-at-all quiet about his feelings. “Pharaoh’s Army” meditates pretty explicitly, even furiously, on the body-count difference between soldiers and generals; “Tell Me Why You Like Roosevelt” rewrites an old 1930s campaign song to render it a defiant assertion of antiwar sentiment and an explanation of Winchester’s decision to leave the United States. The song we’re here to talk about today, however, tucked onto the end of the record’s first side, is one that Winchester didn’t even write: it’s a squalid little country saga of loveless assignation called “Third Rate Romance,” written by Russell Smith and later covered by Costello with his pals in Flip City. It’s jaunty, and feels vaguely tropical – one wonders if it wasn’t an influence on the guiro-heavy second arrangement of “Radio Soul” – and it’s sung in a thick drawl that, while not unthinkably distant from the shitkicking Winchester of “Payday,” nevertheless sounds nothing like Winchester’s usual, slightly tentative delivery. This should come not at all as a surprise, as by most accounts the vocal was laid down, uncredited, by Smith. In short, Winchester was modest enough, perhaps even confident enough since we’re talking about this other side of him, to yield vocal duties on his own album when he felt someone else sang the song better than he could.


So what’s the song even doing on Winchester’s record? Well, we’ve gotta go back a little way to untangle that question. For starters, you need to know that Winchester’s rhythm section was bassist Jeff Davis and drummer Butch McDade, old friends from Memphis. They would go on to form, with Smith, the Amazing Rhythm Aces – who would have a solid if not spectacular career in seventies country-rock circles, and would probably be much better remembered if they hadn’t been eclipsed, like so many of the era’s great inheritors of the Gram Parsons/Flying Burrito Brothers tradition, by the Eagles. The Aces would have a significant success in 1975 with their own version of “Third Rate Romance,” and it would go on to become a staple of country-rock and pub repertoires for years. Tom Jones covered it, as did Roseanne Cash; folks of a certain age might remember it best as a Sammy Kershaw country-chart hit from 1994. But it seems “Third Rate Romance” made it onto Winchester’s radar early, and his take on it managed to see release first, much the way the Burritos version of “Wild Horses” predated the more famous one by the Rolling Stones through an accident of chronology and recording-studio availability. That Smith wound up handling the vocal recalls a Parsons track: “Cry One More Time,” vocals by Peter Wolf, who just plain sang it so well that Parsons, though cutting it for his own solo album, ceded Wolf the floor. One imagines Smith bringing the song in, or perhaps his pals fooling around with it one day as Winchester was struggling to come up with enough material to fill out his album, and one thing leading to another. It doesn’t sound much like anything else on the LP, or indeed in Winchester’s discography – and yet Costello’s acquaintance with it stems from its appearance on Learn To Love It, rather than from its lead-off spot on the Amazing Rhythm Aces’ Stacked Deck. Of everything Costello loved on one Jesse Winchester record or another, it was easily the song most imaginable as a Flip City number, and indeed for about five seconds it was going to be their lead single – until the producer of their demo session, Dave Robinson, got cold feet or failed to come up with the money. But more on that in a minute.


First we should consider the song itself. I won’t spend too much time on it, given that it isn’t the product of Costello’s pen, but it’s a fine tune and merits a little reflection. Musically, it’s perfectly paced, a loose two-step that sounds great in a barroom. Flip City’s version is one of the finer performances any of these musicians laid down with the band: Mich Kent’s bass lines are nice; whatever drummer they had at this point, either Malcolm Dennis or Dickie Faulkner or Ian Powell, offers up some playful cymbal work; the guitar interplay between MacManus and Steve Hazlehurst is invariably interesting and even the solo, usually the spot where a Flip City song goes off the rails, is creditable enough. MacManus stumbles over a couple of lines, the sad result of a hurried recording schedule that didn’t admit time for retakes, but his voice is buttery and good, and he sells the song’s more humorous bits with sympathy for its characters that you won’t find so much of once he’s singing screeds of his own composition a few years later. Lyrically, it’s a pleasantly small portrait either of free-love sexuality or small-town desperation, drained savvily of any pathos that might come from viewing the situation as the result of loneliness rather than plain old-fashioned horniness:

Sittin’ at a tiny table in a ritzy restaurant
She was starin’ at her coffee cup
He was tryin’ to get his courage up
By applyin’ booze

The talk was small, when they talked at all
They both knew what they wanted
There was no need to talk about it
They were old enough to scope it out
And keep it loose…

Lovely, precise, considered – every detail here, from the woman’s false demureness to the man’s liquoring himself into saying what he already knows she wants to hear, is exactly right. Each character gets a little joke, the song being admirably egalitarian in its sexual politics, in prechorus lines punctuated by guitar trills before the song’s singalong chorus that assesses and describes what’s afoot:

She said, “You don’t look like my type, but I guess you’ll do”
Third rate romance
Low rent rendezvous

And he said, “I’ll even tell you that I love you, if you want me to”
Third rate romance
Low rent rendezvous…

Somewhere in here is the template for a different voice’s offering up a similar back-and-forth, the man in that case speaking first and saying, “Oh, I’m so happy I could die” and the woman disdainfully suggesting he do just that. This song shambles along to a happier, or at least more physically fulfilling, conclusion than that one – without even having to discuss it, the man drives the woman to a shabby hotel and rents them a room, with her waiting outside but eager, once the register has been signed, to get down to business. And then, prior to the fade, there’s one more exchange, this time a shade shyer than before:

She kept saying, “I’ve never really done this kind of thing before, have you?”
Third rate romance
Low rent rendezvous

And he said, “Yes, I have, but only a time or two”
Third rate romance
Low rent rendezvous…

Is the song about something? It doesn’t have to be, but if we’re looking for meaning it probably lies somewhere in the two verbal exchanges: “Third Rate Romance” observes astutely that the actual moment of truth, so to speak, in a hookup is the place where even an idealized form of honesty must give way to little lies. Was this what made the song attractive to Declan MacManus? In 1974 he’d been producing songs for his band that, with the significant exception of “Imagination (Is A Powerful Deceiver),” were not particularly observant of relationship issues, but we can presume from the material he would go on to compose in 1975’s “Honky Tonk Demos” that he was looking to write with a greater focus on men and women – surely a song like this was inspiring to him. Its frankness, and the cynicism that isn’t necessarily present in the lyrics but is easy enough to inject into them, were probably also appealing. And not for nothing, but the song’s easy swing, exactly the sort of sound bargoers tippling their way into casual rolls in the hay like the one described in the lyric love to dance to, made it a great number for a band looking to book gigs, which Flip City most certainly was.

It made its way into the repertoire, and it was one of the songs demoed for Robinson at Hope & Anchor Studios in the spring of 1975. This session was almost Flip City’s big break: as noted above, Robinson was sufficiently impressed to contemplate giving the band’s version of “Third Rate Romance” a proper release. It’s hard to know what Robinson was thinking, exactly, either when he mooted the idea of the single or when he canceled it. He may simply have decided that he needed to think bigger: a one-off single was small potatoes compared to the record label, Stiff, that he would go on to co-found. It’s also possible the band wasn’t up to it. Costello’s memoir paints the unraveling of the “scheme” for a “Third Rate Romance” single as linked either to Flip City’s breakup or to its ineptitude: “…the plan ran out of money and time,” he wrote, “as the band disintegrated when we found out that we couldn’t play like the Hodges Brothers.” This last is a reference to Robinson’s ostensible plan to set up his studio on the model of Willie Mitchell’s Royal Studios in Memphis, where the Hi Rhythm Section was the house band; whether Flip City was “disintegrating” because they parted ways, or because they simply couldn’t hold the line to an Al Green standard while the tape was running, is unclear from the prose, one of countless elliptical bits in Unfaithful Music. Regardless, the record was not to be, and though “Third Rate Romance” remained in Flip City’s live shows until the end, the end wasn’t far off.

And if that was all there was to it, I wouldn’t be asking you to read all these words about the song. Costello has probably covered as many songs in his career as he’s written; the covers deserve a blog of their own, and for the sake of sanity I won’t be upping entries here for any but the most significant of them. “Third Rate Romance” is interesting, however, because of what it suggests to us about its first coverer, Jesse Winchester, and by extension because of what we might conclude about one of its subsequent reworkers, Declan MacManus. Now, I’ve already depicted Winchester circa 1974 as a man uncomfortable with presenting himself as a lost soul, lost soul though he may well have been. That he was trying to break free of the haunted-exile persona on Learn To Love It is evident from the inclusion of the political numbers and indeed from the recording of “Third Rate Romance” itself. That so skilled a songwriter was borrowing a number from a pal, moreover, and even allowing Smith himself to sing it in his stead, suggests he was very literally experimenting with new voices – just as a burgeoning writer and performer like MacManus had to in determining who he was as an artist. One wonders what MacManus made of Winchester continuing so palpably to search for himself three albums into his career. After all, he regarded the man’s voice as fully-formed from the outset, as evidenced by the praise he would later pen for the Robertson-produced album in the Kojak Variety liner notes: “There is a very fine Jesse Winchester anthology,” Costello wrote, “but it would only be perfect if it contained all the tracks from that first record.” In the memoir he notes that he heard Winchester first “in about 1971,” and he “learned all of his songs to play just for myself in the hush of night and to get myself out of painted corners in unwelcoming clubs.” He says he met Winchester briefly when he was very young, and “thank[ed] him for writing his songs, or whatever words I managed to stammer out.” He also recalls Winchester’s appearance on Spectacle, the TV show Costello hosted between 2008 and 2010: “If I could only preserve one moment from the twenty shows that we made,” he says, his lifelong love for Winchester evident, “then it would be Jesse’s rendition of his song ‘Sham-a-Ling-Dong-Ding.’” I have to agree: if reading this entry does nothing save get you to click over and watch that performance, then I’ve done my work.


But it’s possible to find in Winchester the epitome of everything the young EC idealized in music. We know he romanticized his grandfather’s “exile,” wandering the streets of exotic New York City in travels that his musical abilities had made possible; here was a man exiled to snow-swept streets and forced to use his musical talents to make a living given his inability to return home. We know he adored The Band, from his exhortations to his Flip-Citymates to take as their sonic model the Basement Tapes-isms of Music From Big Pink; here was a man who’d inspired The Actual Band, or two of its key members anyway, to hoof it across the border out of love for his songs. And we know of his fondness for Gram Parsons; here was a songwriter in a similar mode: overlooked, fragile, touched by the gods, uprooted from home to the point of being stateless – “L’Air De La Louisiane” is virtually a French-Canadian version of “Hickory Wind.” Even the songs MacManus couldn’t have known in 1975, because they weren’t written until much later, would have spoken to him: “Ghosts,” with its account of playing guitar by the radio, touchingly recalls the young MacManus breathlessly waiting for his own songs to show up on Charlie Gillett’s radio show; “Sham-a-Ling-Dong-Ding” feels faintly of a piece with the pre-“Radio Radio” song “Radio Soul,” with its uncynical thinking that it’s the radio within us, that’s broadcasting from our very souls, that matters most:

The boys were singing shing-a-ling
The summer night we met
You were tan and seventeen
O how could I forget
When every star from near and far
Was watching from above
Watching two teenagers fall in love…

And O the poor old folks
They thought we’d lost our minds
They could not make heads or tails
Of the young folks’ funny rhymes
But you and I knew all the words
And we always sang along to
O sham-a-ling-dong-ding

Costello would describe this song as being about “the memory of how a frivolous pop tune defines a young love.” Winchester, a man who loved songs enough to write such a song, had to have been an artist after young Declan’s heart.

But the really important thing about “Third Rate Romance,” as regards Elvis Costello, isn’t even all that profound an observation: it’s that songs can come to you, and change you, and offer you opportunities and disappointments and frustrations and modes of expression, from a multitude of strange sources. This one was written by a Memphis songwriter and channeled through a Canadian exile and then exported to England and played by a bunch of Band/Brinsley Schwartz wannabes in a house in Roehampton; it was a song about sexual confidence found through liquor and then shaken, just a little and not unrecoverably, at the last moment before coupling, and it popped up in the run-out of an album by a man whose signature voice was one of tremulousness and unfulfillment; it was a song about sex covered by a man who hadn’t yet written much about sex but who would go on to pen songs that discuss sex with intelligence and viciousness and precision and, no pun, penetration, as well as finally, eventually, with tenderness. Costello once observed that “music is more like water than a rhinoceros. It doesn’t charge madly down one path. It runs away in every direction.” Costello as a youth soaked up Winchester’s work like a sponge; “Third Rate Romance” is a song racing every which way like water.

Recorded (version 1): Hope & Anchor Studios, spring 1975. DM: vocals, guitar; Hazlehurst: guitar, backing vocals; Kent: bass, backing vocals; Dennis or maybe Powell?: drums; Faulkner?: percussion. Engineer: Dave Robinson. Unreleased, save on bootleg. Recorded (version 2): Hope & Anchor Studios, 1975. Personnel: same as above, save for ?: piano. This version, which I haven’t heard, was intended for single release, but eventually scrapped. It too is unreleased. The song was played live in Flip City shows, 1974-75. To my knowledge Costello has never played it since.

Top to bottom: Jesse Winchester, ca. 1975, from his New York Times obituary; the cover art for 1970’s Jesse Winchester; the cover art for 1974’s Learn To Love It; the Amazing Rhythm Aces’ 1975 “Third Rate Romance” single; Winchester’s 2009 appearance with EC on Spectacle.

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