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


An ample recording budget provided for the kinds of expenditures most musicians only dream about: plenty of studio time, expensive gear to put in that studio, and ace session pros to fill it with music. Manning and Sturmer took full advantage. Falkner had quit Jellyfish after the Bellybutton tour (its own unhappy story of resentment and rivalry). To handle guitar they hired session ax-man Lyle Workman (late of Bourgeois Tagg, another promising but failed two-album California pop flash-in-the-pan) and Jon Brion—today a veritable institution, 30 years ago a young prodigy whose coiling, live-wire solo on “Too Much, Too Little, Too Late”, for example, is what happens when you tell a precocious savant to try sound like Lindsay Buckingham, but over descending chromatic chord changes undreamt of by Fleetwood Mac in their wildest hallucinations. To play other instruments—and on Spilt Milk there are countless numbers of them—they had the luxury of dialing up the Los Angeles musicians’ union house and ordering seasoned players of whatever they felt like throwing at the songs: tuba, banjo, accordion, piccolo, harp…

Manning and Sturmer were much more than kids in an ear-candy shop, though. They had the necessary perfectionist streak and sheer workaholic intensity—not to mention prodigious songwriting gifts—to redeem the overabundance of resources at their disposal. Game Theory/Loud Family leader Scott Miller recalled: “They were the right people to produce a quality result: my band rehearsed across the hallway from them for a long time, and you could literally hear them practicing the same three-second vocal cluster for an hour.”

“Every personality in the band was an intense artist,” Manning told me. “You couldn’t be in Jellyfish if you weren’t.” Sturmer compared Spilt Milk’s months-long recording sessions to boot camp. At one point, the band and Puig labored for two full workdays over a single bass sound. A friend of Manning’s remembered meeting up with Manning during a late-night dinner at Canter’s, the landmark 24-hour eatery in West Hollywood. “He looked like he hadn’t seen a bed, a shower, or a washing machine in perhaps a decade,” the friend wrote. “We made small talk, and he picked listlessly at a plate of spaghetti. Then he excused himself to go back to the studio because everyone was still there working. It was 3:00 am.”

What all this labor adds up to is as hard to categorize as it is prodigious. To clear up one misconception, Spilt Milk is not power pop—not even close. Certainly, it’s anchored in the 1970s, but it’s a keyboard-driven 1970s that has nothing to do with, say, Big Star. It hearkens back instead to big-selling, big-sounding radio stalwarts like Queen, ELO (and ELO’s ur-act the Move), Supertramp, and 10cc. Harry Nilsson and his sometime collaborator Randy Newman are prominent sources, too, but Manning and Sturmer were steeped in so many musical sources that they don’t stay in any of them for long, or they’re forcibly commingled—the dreamy “Russian Hill” is “Nick Drake meets Frank Sinatra”, Sturmer once claimed. The barely-over-two-minutes “Sebrina, Paste, and Plato” starts with a spot-on McCartney “Penny Lane” bass figure, quickly detours into Saturday morning cartoon music and right back out again, picks up both the Monkees and the Bay City Rollers in the chorus, and ends in a dreamy wash of Pet Sounds harmonies (perhaps including the three-second vocal cluster Scott Miller heard Jellyfish practicing for an hour).

Spilt Milk also steps into ballroom and polka music, pulls off barbershop harmonies a la the Four Freshmen, and luxuriates in the rich, slightly astringent 1960s pop sophistication handed down from sources as varied as Burt Bachrach and Mary Hopkin (the jaunty “Bye, Bye, Bye” is a shameless crib of Hopkin’s McCartney-produced “Those Were the Days”, which is itself borrowed from Russian folksong). The album’s sonic feel ranges from lush to crunchy, sumptuous to jingly, heavy to light; in-your-face electric glam to plain and plaintive singer-songwriter balladeering.

Yet Spilt Milk is far more than a pileup of kitschy retro-pop exercises, and not only because Jack Puig was determined not to engineer an old-fashioned album. Its immediacy and inventiveness owe to the way it incorporates and synthesizes Jellyfish’s contemporaries. Manning and Sturmer had always been omnivores, and they’d been listening to a lot of alternative Britpop in the early 1990s. They were infatuated with Cocteau Twins and bands from the Creation Records stable like The Jesus and Mary Chain and My Bloody Valentine. Manning noted, for example, that the chief influence behind the thunderous, heavy-6/8 track “All Is Forgiven”, notwithstanding its Phil Spector-enabled wall of sound and its Queen-influenced bridge, was actually the English alt-rock band Swervedriver.

That’s why Spilt Milk sounds so out of step: not because of its supposedly ill-timed release into a world dominated by grunge and hip-hop, but because it creates its own world that refuses to hold still in time. The album sounds like past and present all at once, compounding them all into something at once fresh and familiar. Spilt Milk sounds like nothing more or less than Jellyfish, but a Jellyfish that hadn’t existed before Spilt Milk and was about to stop existing forever. It is the essence of itself—the comprehensive and exact expression of the moment when it was made. No matter when it was released, whether in 1963 or 1993 or 2023, it would have belonged to no genre, no trend, no scene, and nobody’s business but its own. Spilt Milk is a colossus that bestrides pop music. It’s so huge, in fact, that it crushed Jellyfish.


Bassist Tim Smith signed on partway through the recording of Spilt Milk, followed by guitarist Eric Dover. Jellyfish Mark II went on tour. (YouTube footage—there is quite a lot of it; Jellyfish were a very tele-friendly band—confirms that this lineup was probably one of the most accomplished live acts in the world in 1993.) After many grueling months on the road and overseas flights, the Manning-Sturmer duo, friends since high school, started to share and build ideas for a third Jellyfish album. As the title of a song on Spilt Milk puts it, it was “Too Much, Too Little, Too Late”.

“We had essentially already broken up on the road,” Manning told me. He is diplomatic and undramatic about what finally washed Jellyfish up. Mainly it was a clash of headstrong perfectionists whose shared intensity fueled their music—”but you burn so much energy,” Manning says. “It’s not sustainable.” Throughout their partnership, “we bonded over the fact that no one sounded like us. We loved being on our own island.” With Sturmer exploring new directions and Manning trying to build on the sound they’d worked so hard to develop for Jellyfish, they no longer sounded like each other, and each found himself on his own island. A cover song they recorded early in 1994 for a Harry Nilsson tribute album turned out to be “the Jellys’ Last Jam,” Sturmer wrote in 2002, acknowledging that their impending breakup probably “accounts for the tear in my voice”. Appropriately, the Nilsson song they chose was “Think About Your Troubles”.

Most of Jellyfish’s members have stayed active in the pop and rock world. Just after the breakup, Manning and Dover formed a band called Imperial Drag that released one very enjoyable and accomplished neo-glam album in 1996; that it was a costly flop that seemed appropriate to the decadent, short-lived genre in which it trafficked. Jason Falkner and Jon Brion had a one-album collaboration of their own as half of an indie supergroup of sorts called The Grays (no new band trying to get noticed should ever risk such a colorless name). Dover later popped up in Slash’s Snakepit for a while.

Manning went on to an estimable career as a session player, most notably serving as Beck’s longtime keyboard player. Tim Smith enjoyed a similar role as Sheryl Crow’s trusted sideman. (If you like power pop, do seek out the one album Smith made as half of a duo called Umajets.) Falkner remains a shapeshifting Transatlantic force whose extensive credits start with Air and Brendan Benson and include names like McCartney and St. Vincent; his solo albums are a one-man-band alt-pop delight. Jon Brion has produced everyone from Macy Gray to Spoon and scored countless movies.

All of the above save Brion have continued to play with each other over the years. Falkner guested on Manning’s side projects Logan’s Sanctuary and TV Eyes. Manning, Dover, and Smith formed a cheery pop act called the Lickerish Quartet that ran its tuneful course from 2017-2022. Had Sturmer joined them, his presence would have completed a momentous Jellyfish reunion, but he wasn’t asked.

Why not? Simple: Sturmer has made it clear over the years that he didn’t want to be. He has remained resolutely outside the American pop game for nearly three decades, instead building an accomplished career as a TV music composer, mostly scoring kids’ fare for Disney. Despite occasional rumors of forthcoming solo albums, always unfulfilled, he hasn’t released any of his own music since the end of Jellyfish. The silence he maintains only drives the roots of Spilt Milk deeper as his last musical will and testament. He himself puts it best on “Brighter Day”, the album’s extraordinary closing track: “When it comes to being watertight / You wrote that book, you own the copyright.”

In a sense, then, Sturmer himself is the ghost at number one hanging over Jellyfish and, to a degree, over the story of Spilt Milk itself: the rock-star-in-oblivion without whose return nothing can be entirely understood. We only have his lyrics to go on, but by his own admission, Sturmer was a restless writer whose verses weren’t always as significant as they might have seemed. In one instance he simply wrote down what he found in a thesaurus and put it verbatim into “All Is Forgiven”: “hypocrite, four-flusher, snake in the grass, swindler, wolf in sheep’s clothing”.

One persistent theme is nonetheless easy to trace: the conflict and sorrow that arises between fathers and children. This preoccupation originates in the opening line of the very first Jellyfish song on record, “The Man I Used to Be”, Bellybutton’s uncharacteristically mournful lead track. “I hope you remember me / I was your daddy once,” Sturmer pleads to the lost son who has turned out, sadly, just like his father. “Your daddy loves you still,” he promises, but it’s a love that has been squandered. Later on, “All I Want Is Everything” expresses the lament of a poor-little-rich-kid neglected teenager: “All I want to be is wanted by you.” These instances lend Sturmer’s career as a composer of children’s music a touch of poignancy.

Jellyfish bassist Tim Smith later recalled: “Ever had the feeling that you knew more about a person through their work than through knowing them?  Somehow ‘The Man I Used to Be’ spoke more to me about Andy than any other—not so much as a literal image in the story of the song but as an emotional insight to his take on things.” That take, much darker than Jellyfish’s deceptively happy melodies and outlandish stage costumes suggested, is perhaps most clearly expressed by this line from “New Mistake”: “He knew better that perfume was gravity / Pulling him closer to what could be tragedy.”

The tragedy, Spilt Milk seems to suggest, is set in motion by the most basic and irrepressible human urge to create and procreate. For all of Spilt Milk’s sonic intensity and immensity, its complex five-act dramatic structure, and the sheer ear-pleasing craftsmanship of its compositions, the album’s “heaviest weight”—the milk it has been spilling for three decades and no doubt many more to come—is the inheritance we can’t bear (our progenitors’ errors, (mis)fortune, and sins), the fate we can’t shake free of, and the innocence we can’t keep.


To this day, musicians still name Spilt Milk among their most admired albums. No doubt the trifecta of great songwriting, world-class musicianship, and dazzling recording and engineering are behind that justified collegial appreciation. Yet as a technical and artistic accomplishment, Spilt Milk is virtually impossible to match, especially in our era. That’s not, of course, because we don’t have the resources. On the contrary, it’s because we now have an abundance of tools so much more powerful than Jellyfish had three decades ago.

The exhausting labor that went into Spilt Milk can now be fast-tracked and facsimiled—but it’s precisely because of this technological progress that no one would be forced to work as hard and burn as hot as Jellyfish had to, which is why the album is so rich and full of musical detail, drawn from deep in the potent early-1990s watershed between analog and digital. It wasn’t possible to make Spilt Milk before 1992, and it seems almost certain that not even today’s most auto-tuned, Pro Tools-micromanaged, petabyte-powered modern recording apparatus, helmed by any genius currently at work, could recreate anything quite like it now. In any case, the musical history Jellyfish were mining has nearly doubled in length since then, and any synthesis of the past would sound radically different now than it did three decades ago.

Jellyfish’s influence is at once less direct and more comprehensive. In the early 1990s, grunge and hip-hop were each selling their own similarly costumed versions of gritty authenticity—both Snoop Dogg and Eddie Vedder wore thrift-store flannel, after all—that indulged shared fixations on violence, drugs, and alienation. When Jellyfish came along, the dark side was winning the age-old tug-of-war against the light. In that context, Jellyfish were the actual iconoclasts of their moment—“the most punk-rock thing going”, Manning liked to quip at the time—because they were more than happy to pick up the other end of the rope and pull hard. They held firm until more musicians willing to “wear that clown crown”, as Sturmer sings on “Brighter Day”, could rejoin the big parade again. In the mid-1990s, music suddenly got a lot happier and fun again. It might be a stretch to say Jellyfish were responsible for that development, but it’s probably true that it might have been slower to grow without them.

It might even be plausible to suggest that Jellyfish’s unexpected reattachment of the pleasure principle to the protestant work ethic helped lift music up toward a high standard of quality that now prevails in most of the studios where the goal is to sell multimillions of units. A song as superficially fun, for example, as Bruno Mars’ “Uptown Funk” turns out on closer inspection to have taken seven months to make. It has a drum track that was recorded 100 times and a single guitar part that was so vexing for Mark Ronson that it drove him to literal collapse. Or take Random Access Memories, for which Daft Punk reached out of techno and back into analogue, as Jellyfish had two decades before them, and required nearly three years, five studios, and $1 million to finish confecting the rock candy mountain they’d started.

These are the kinds of ulcer-causing, milk-spilling labors in the name of basically lighthearted pleasure that Manning and Sturmer would almost certainly endorse. The enduring legacy of their brief but memorable partnership was perhaps to prove that the authentic rock and roll suicide isn’t the result of an overdose of drugs but of effort. The rockstar myth exalts music made with the most spontaneity and simplicity, with the least amount of discernible effort, and sent rough and ready, raw and randy into the world. But Jellyfish took the truer, harder route to happiness, which goes by way of a vision so high and so full that the people who realize it may not be able to apprehend it themselves, or even survive the labor it requires of them. Pleasure is natural kin to perfectionism because nothing gives more pleasure than that which is perfect. There is such a thing, after all, as a frivolous masterpiece. Jellyfish proved that there may be no crying over Spilt Milk, but there can be endless joy in replaying it ever after.