Jellyfish Spilt Milk

Revisiting Jellyfish’s Pop Masterpiece ‘Spilt Milk’ 30 Years On

Spilt Milk is one of the great accomplishments of pop history: a colossus that bestrides pop music and crushed Jellyfish, the band that made it.

Spilt Milk
9 February 1993


Note by note, sound for sound, idea to execution, Spilt Milk is one of the great accomplishments of pop music history.

By way of beginning to appreciate why and how, here is a story:

Around the time Jellyfish started recording Spilt Milk in 1992—an intense and exhausting process that wound up extending for nearly a year—the band had a visit to their Los Angeles studio from Brian Wilson. He was one of many eminences whose attention had been attracted by Bellybutton, Jellyfish’s 1990 debut. Bellybutton proudly bore retro influences that ranged from late 1950s instrumental pop music all the way to new wave, but the Beatles and the Beach Boys were especially prominent. There was some idea that Wilson might collaborate with Jellyfish’s creative duo of Roger Joseph Manning, Jr. and Andy Sturmer.

When he arrived at the studio, Manning and Sturmer showed off their collection of vintage keyboards—clavinet, electric harpsichord—whose use Wilson had pioneered in the 1960s. Wilson didn’t say much in response and seemed generally detached, although that wasn’t entirely a surprise. By the early 1990s, he was deep into the dark and strange midlife woods that seemed to have mentally disoriented him and turned him into a nearly silent shadow of his former self—into a “Ghost at Number One”, to borrow the title of one of Spilt Milk’s songs (on which Manning’s vocal part on the bridge sounds a lot like Brian Wilson).

After a while, Wilson walked Jellyfish’s engineer, the revered Jack Joseph Puig, into the control room and closed the door. As Puig remembers it next, Wilson fixed him with a clear-eyed look and said: “I came here today thinking these kids were going to show me something. [But] I already did all this. I already used a harpsichord. I already used a clavinet. They’re not teaching me anything.”

Manning and Sturmer came into the booth, and Wilson resumed his peculiar silence. He left a little while later, quietly unimpressed. The following year, Sturmer described Jellyfish’s meeting with one of their greatest heroes as “fun—well, it wasn’t exactly fun,” he corrected himself before quickly dropping the subject. Wilson’s visit had been nothing but weird and unproductive.

Not to Jack Puig, though. Wilson’s sharp dismissal of Jellyfish’s retro setup showed Puig two things. One: there was nothing wrong with Brian Wilson’s brain. Two: “This whole idea of retro,” he decided, “is baloney.” He was now on a mission to go beyond that retro baloney and “use all the things”, he said, past and present: both harpsichords and digital samplers; timpani set up right next to rock drum kits; new ways of working alongside old, each informing and improving the other. All the things, including time: beat by beat, second by second, he wasn’t going to let a moment on Spilt Milk go by that hadn’t been thought all the way through, tried every which way, and then expanded to its fullest sonic proportions.

Years after Spilt Milk came out, Andy Sturmer told an interviewer that studio pros were still “us[ing] it to balance speakers with”, singling Puig out for praise. Later still, Roger Manning marveled to producer/engineer Warren Huart that Puig “was a master of getting full-bodied tones for every instrument” while somehow managing to “EQ-sculpt every [sound] into position, because they can’t all take up the same frequency spectrum.” That created “a lot of traffic jams on this record”, Manning allowed. Yet somehow there are no car wrecks. Every second of Spilt Milk holds together—barely, miraculously—and it’s that dense, high-risk, high-volume sonic traffic, almost flawlessly calibrated, that gives the album its tremendous and unflagging energy: a presence and vitality that leap out of the speakers every time Spilt Milk is played.

It’s important to appreciate that for all Spilt Milk’s many bells and whistles (in some cases literal ones), a large part of the reason the album sounds so good is its particularly strong attention to the drums. That owes largely to who played them: Sturmer, who was also the co-writer of the band’s songs, the sole lyricist for all of them, and the band’s lead singer. Sturmer’s vocal and drum tracks often sound as if they were conceived with nearly equal compositional importance. His drums don’t just supply backbeats, they make their own melodic music and sing with the significance of something close to lyrics. There is sense and sensibility in his playing, as well as startlingly present and deep feeling. The gymnastic choreography and timing of the last two bars of “The Ghost at Number One’s” chorus are impressive enough, but check out the less showy fill after the banjo break (!) midway through the album-closer “Brighter Day”. Its syncopated resignation not only creates a moody transition between sections of the composition, from the high-stepping first part to the unraveling second. The fill is also a perfect epigraph—elliptical, compressed, and deceptively timed—to the extraordinary lurching finale that will erupt and take Spilt Milk to its gargantuan ending.

(If you’re done with how Spilt Milk was made to sound the way it sounds and ready to hear why those sounds add up to such a landmark achievement, you can skip this important parenthetical addition which is included for posterity. The intensely musical bass playing that complements Sturmer’s drums is nearly as crucial to Spilt Milk’s overall achievement. Although Tim Smith had joined Jellyfish shortly before the album was made and did lay down some tracks for Spilt Milk, most of them were ultimately supplied by the legendary T-Bone Wolk, whom Galuten and Puig had flown in from New York very late during Spilt Milk’s recording—at a point when Manning and Sturmer thought they were basically done.

But as Wolk started playing to the first song they gave him, “I heard this authoritativeness, confidence, even aggressiveness, but without showing off,” Manning told me. “He understood the musical history our songs were referring to, and what that meant.” It wasn’t that Tim Smith’s bass playing wasn’t good enough; there is plenty of it throughout the album. For some tracks, though, it simply wasn’t old enough, and the bass is an old man’s instrument: it has to run deeper than any other. It’s no surprise that Wolk’s parts are so prominent in Spilt Milk’s mix: like Sturmer’s drums, they contribute to more than a sturdy rhythm section; Wolk brought Jellyfish’s musical ancestry into the present.)

It’s necessary to begin with Spilt Milk’s sonic assembly—and what you’ve just read is only a small part of it—in order to start absorbing the album’s ageless sonic strength and immediacy. Yet the album’s essential energy source isn’t in its density of sound but in its improbable lightness. Spilt Milk is an exuberant, joy-filled, high-spirited record, a Rococo tour de force released at a moment on the pop music timeline when almost no one dared to commit such unabashed sunniness to tape. At times, Spilt Milk even sounds like a children’s album (Andy Sturmer went on to score cartoons for Disney post-Jellyfish), bordering here and there on a Muppets degree of silliness—there’s a lyrical echo of the Sesame Street theme song on “Brighter Day”.

This sort of pure pop pleasure was simply not done in the early 1990s. With grunge and hip-hop ascendant, “You scored a lot of points for being brooding and tough,” Manning recalled to Huart. “You didn’t share your heart; you were guarded. And we [Jellyfish] were happy to fly in the face of that. We had no problem allowing guilty pleasure to flow.” Hence the title Spilt Milk, as Manning acknowledged—let it pour, and no crying.

It might not be quite right to consign Spilt Milk to the realm of guilty pleasures, though. The album belongs in the small and unacknowledged category of what might be called frivolous masterpieces. Small because frivolity is seldom so labored over, unacknowledged because “frivolous masterpiece” seems to be a contradiction in terms. Masterpieces are supposed to be heavy, serious, and meaningful. In fact, Spilt Milk is heavy, serious, and meaningful in its own way—but not in the way its music actually sounds, and not in the way Jellyfish intended. The record’s sonic intensity is what gave it life, but its extraordinary staying power owes to two elements so deeply embedded in it that its creators were not even aware of putting them there. One is that Spilt Milk is a fully-fledged rock opera, a five-act drama full of fatalism and fatalities, endless cycles of birth and death, and illusion and disillusionment. The other is that one of the deaths it contains is that of Jellyfish themselves.

Manning and Sturmer couldn’t have known they were writing their own epitaph when they composed Spilt Milk, the rock opera. Not only because there was no thought of breaking up at the time, but also because there was no thought of writing a rock opera at all. Spilt Milk has no libretto. Its creators weren’t trying to tell a story. They had no greater intent than to make a second album that was better than their first. They succeeded, and it killed them. Jellyfish split up not long after making it. Spilt Milk was Jellyfish’s second album, and also their last.


Here is a full five-act synopsis, but in short: The main character of Spilt Milk is named Sebrina. There she is on the cover of the album, when she’s still a little girl, photographed at about the age she would have been at the time of the album’s second song, “Joining a Fanclub”. Sebrina is the daughter of a famous rockstar who died when she was an infant. She will grow up to marry another rockstar, and their child will become yet another one: a holy trinity of father, lover, and son. The son will create the very rock opera we discover ourselves to have been watching, Spilt Milk, which is about his parents—who, like his grandfather, died young in an accident.

Rock stardom is full of peril, he warns us. Not only does its high-living ways doom its stars, but “the big parade” of one musical savior after another—“right behind you in the back of the fray / There’s a blade, he’s a renegade, turning bullshit into marmalade”—is also “the big charade”. Rock stardom is a grand illusion and delusion; thus all rockstars are prematurely dead, mere apparitions, “ghosts at number one” who come to life only by our own worship of them and are serially killed off in an endless cycle. Spilt Milk ends on the very same note, sustained on strings, with which it began: an F-sharp, that most vexing and blackest of black keys, arrived at via tritone, the most sinister and devilish of intervals. Set your CD player on repeat and the cycle starts all over again, right on that same F-sharp.

Spilt Milk traces this five-act narrative with almost perfect dramatic clarity. It’s built on masterful arcs of tension and release; both abrupt and gradual transitions from frenzy to quiet, high to low; rousing choruses and pensive interludes; expert modulations and repetitions of pace and meter (the two heavy-6/8 tunes, for example, that bracket the main internal plot movement from Act Two to Act Three); canny narrative flash-forwards and flashbacks, character doublings and superimpositions; entrances of ghosts and exits of heroes; both riotously silly comedy and pitch-dark drama; artful stage directions and effects enacted everywhere—glasses breaking or being clinked in a toast, a doorbell rung here, wedding bells there, and the occasional bit character popping in from the wings to deliver a single line; brilliant, self-aware meta-theatricality; and a powerful storytelling engine that drives the album from conflict to resolution and back to conflict in a perpetual cycle of doomed rock stars.

All of it was by accident. Or so it seems. “To the best of my knowledge, there was no grand overview or concept that specific,” Roger Manning told me, although he qualified that response with the reminder that Sturmer wrote Jellyfish’s lyrics and could very well have had conceptual ideas he never communicated to his creative partner. Sturmer did not respond to an interview request, made through his lawyer, for this story. This has been his almost uniform policy for years. Except for participating in an authorized Jellyfish biography published in 2016, a paperback collector’s item you can buy on Amazon today for $92, Sturmer does not seem to have spoken to anyone on the record at all during this millennium.

Thirty years after Brian Wilson’s visit to Jellyfish’s recording studio inspired Jack Joseph Puig to use “all the things” in making Spilt Milk, Manning, reconsidering the album, once again invoked Wilson. He recounted the famous (and perhaps apocryphal) story of Wilson bringing the Beach Boys his new songs for the album that would become the groundbreaking Pet Sounds. His bandmates were perplexed—where were the surf tunes?—especially Mike Love, who supposedly reproached Wilson: “Don’t fuck with the formula.”

Manning doesn’t shrink from calling himself Mike Love, the guy who didn’t want to fuck with the formula, to Sturmer’s Brian Wilson. When the duo began work on what would have been Jellyfish’s third album, in 1994, Manning felt that Spilt Milk had “delivered our mission statement”, he told me. “I wanted to keep polishing that McCartney-Nilsson-glam sound.” More hyphenations would have to be added to that description in order to capture the full scope of Jellyfish’s music, but there’s little doubt that it was what had gained Jellyfish a public stamp of identity and promising (if still unfulfilled) commercial traction.

“We’re building an audience that is excited to hear more of this,” Manning recalls telling Sturmer. “And I personally am excited to make more of this. I’ve got twenty more song ideas in this camp. I’m not interested in left turns.”

Sturmer kept taking left turns anyway, exploring different genres and styles. At one point he played Manning a new song that sounded “legit country”, Manning says, something like what Lyle Lovett was doing at the time. Manning thought the song was practically perfect, but a country album was the last thing he wanted Jellyfish to make after Spilt Milk. He and Sturmer were at a creative impasse. One day, Manning called his partner and told him he thought their partnership had run its course. Apparently, Sturmer didn’t protest, and that was the end of Jellyfish.

“Had Andy gotten his way,” Manning says with a laugh, “we might have made our Pet Sounds.”

It speaks volumes about his ambitions for Jellyfish—and, more importantly, about how unaware he and Sturmer were, and may still be, of the extraordinary complexity, prescience, and endurance of what they had achieved—that Manning does not stop to consider that, with Spilt Milk, they had already made their Pet Sounds.


Spilt Milk’s narrative dramatization and critique of rock stardom is no surprise. Jellyfish had risen to fame quickly, but it was a complicated sort of fame. Their debut, Bellybutton (1990), is a curious example of an album that, despite not performing very well in the marketplace—it didn’t crack the Billboard Top 100, its most successful single peaked at No. 62, and it fell short of going gold by about 75,000 units—made the band a disproportionately big deal. There are likely two different reasons that this happened. One is that Jellyfish were a highly visual and visible act, from their garish glam-meets-Scooby Doo wardrobe to their extensive touring schedule to their ubiquity on MTV (although it’s remarkable how bad their videos were—it’s more fun to watch Manning and Sturmer gamely playing bongo drums and vibes behind William Shatner at the MTV Movie Awards).

The other, more substantive source of Jellyfish’s accrual of cache and cred was their actual music. Bellybutton was an exemplary and accomplished synthesis of 1960s and 1970s influences, especially for a debut act. The album was produced by Albhy Galuten, best known as the producer of all the Bee Gees’ big disco hits. He had worked with everyone from Eric Clapton to Barbra Streisand, and he was also an electronics mastermind who is credited with inventing the first-ever drum loop. Jellyfish’s talented, ambitious, but very green duo of Sturmer and Manning—neither yet 25 years old when Bellybutton was written and recorded (whiz-kid guitarist/bassist Jason Falkner was even younger)—benefited from Galuten’s mentorship, experience, and expertise, and from Jack Puig’s engineering chops. Under the Galuten-Puig aegis, Bellybutton brilliantly echoed influences that ranged from the Kingston Trio to the Fab Four, Nelson Riddle to Harry Nilsson, the Monkees to Chicago, and Cheap Trick to yacht rock, just for starters.

In short, this was music that appealed to the generation right above Jellyfish: older record label executives and older musicians who had been hungry to hear familiar music for at least a decade. During the 1980s, rap and MTV had rewritten the charter of popular music, classic rock went hair metal, digital technology performed plastic surgery on conventional songcraft and recording techniques, and what remained of analog was generally shunted off to the college radio underground. By comparison, Jellyfish were old-fashioned. Their singalong melodies, traditional song structures, and accessible sound were deeply anchored in a previous era.

Sturmer and Manning were soon in heady company. They wrote songs for Ringo Starr and backed him up on the one he chose for his album Time Takes Time. They also wrote tunes for Cheap Trick’s Robin Zander and had interest from Tears For Fears’ Curt Smith. They were even approached for a possible collaboration by femme fatale Kim Basinger, then at the height of her Hollywood fame, who wanted to launch a music career. Despite Bellybutton having brought Jellyfish only semi-popularity, it instantly established Manning and Sturmer as musicians’ musicians—made them innies not outties, so to speak. An abundance of capital, both financial and cultural, quickly accrued to them, and they took it into the studio with them to make Spilt Milk.