Wrong Way on a One-Way Track: The Oral History of Soul Asylum’s ‘Runaway Train’

Soul Asylum in concert at Waterloo Village in Stanhope, NJ in 1993.

In 1992, it might have looked like Soul Asylum were a band nearing the end of their career, not one about to embark on a new chapter. They ‘d been knocking around for more than a decade by the time they went into the studio to record Grave Dancers Union, their first album for their third record label. The Minneapolis four-piece had released five albums of melodic punk-edged rock — three for legendary hometown indie Twin/Tone and two for major-label A&M. They’d also honed a killer live show that had inspired a small cult of followers, but hadn’t produced anything that even vaguely resembled a hit. However, the success of Nirvana’s Nevermind had major labels scouring the underground for bands that could be tagged with the suddenly lucrative label “alternative rock.” Soul Asylum fit the bill and Columbia Records not only signed them, they signed off on a big budget and lots of creative freedom.

Grave Dancers Union would eventually sell more than three million copies, and produce several hits, but none were nearly as hugely popular as “Runaway Train.” The song, a mid-tempo ballad that lead singer Dave Pirner says was influenced by, among other things, listening to Woody Guthrie and reading Gabriel Garcia Marquez’ One Hundred Years of Solitude, cut against the grain of the big, loud guitar-rock of the moment, yet ultimately became one of the era’s defining signposts. Its iconic, PSA-style music video, directed by Tony Kaye (who would go on to make the acclaimed film, American History X), featured photos of missing children, turning the song from an alt-rock hit to a life-saving news story to an inescapable cultural phenomenon.

 was a game-changer for Soul Asylum, too. The tense experience of recording it with producer Michael Beinhorn (Red Hot Chili Peppers, Violent Femmes) led to the acrimonious dismissal of longtime drummer Grant Young, and the pressure of trying to manage expectations in the song’s wake altered the band’s trajectory in a way that Pirner admits was ultimately unhealthy. In fact, Pirner is the only band member from that era still in the Soul Asylum fold — Young’s replacement, ex-Cyndi Lauper and Duran Duran drummer Sterling Campbell quit in 1998, bassist Karl Mueller died of cancer in 2005, and guitarist Dan Murphy left the band last year.

Some of the emotions surrounding the recording of “Runaway Train” are still a little raw, even two decades on. Repeated attempts to contact Young were unsuccessful, but the story fleshed out here by all the other surviving band members and major contributors presents an expansive portrait of the alternative-rock era — including appearances by Tabitha Soren, Dennis Miller, Boyz II Men, Bill Clinton, and Meat Loaf.

Dave Pirner, lead singer, Soul Asylum: “Runaway Train” was a tune that was in my head for a couple years, at least. I had written different lyrics to it that were not so great. It was something like, “Two souls laughing at the rain.” The lyrics seemed like a Neil Sedaka song or something. So I had the tune stuck in my head and didn’t really know what to do with it.

Dan Murphy, guitarist, Soul Asylum: At that point in time, we had toured a whole bunch and Dave developed tinnitus from playing little clubs with Marshall amps and Telecasters for so many years. So he kind of started writing differently. Our initial response was that that whole record, Grave Dancers Union, we were going to make it an acoustic record.

Pirner: I was just a punk-rock kid who never played acoustic guitar. Coincidentally, I had a tune that required an acoustic. Somehow I flipped the lyrics into a metaphor about depression. The thing that got it rolling was that I was in a very dark place, and I had somebody that I could call up in the middle of the night. [Laughs] That was it! It’s almost embarrassing when I think about how personal it is. The things that were happening at that time in my life were really questioning my own mental health. When the lyric came, I did it in one sitting, but it took about four years for it to come to me.

Grave Dancers Union

Murphy: We did a demo of it in a loft with a guy named Brian Paulson. The demo version is not that dissimilar to the version on Grave Dancers Union. It’s just two acoustic guitars, the same harmony vocals, and the same arrangement exactly.

Pirner: It was the first time that the band stopped trying to arrange songs in the practice space. That was the first time we had done anything like that as far as going, “We’re just going to record it. We’re not going to beat it to death. We’re going to get it on tape as quickly and spontaneously as possible.”

Murphy: We played it at the University of Minnesota, and our manager at the time was like, “That’s the one. That’s the one that’s going to change your band.” Our manager said he walked around the room and watched people. They initially thought it was a cover because it sort of sounded like a classic song.

Michael Beinhorn, producer: I had absolutely no prior knowledge of the band. I’m sure someone had mentioned them at some point, but I’d never heard their music and had no idea what they did. My manager at the time thought it would be a good project for me.

Pirner: I was listening to producers’ demo tapes and his was definitely the most organized and put-together.

Beinhorn: I distinctly recall first hearing “Runaway Train,” not least of all because it was the very first song on the demo cassette they sent me. About 40 seconds into it, I wondered two things: First, how could I be so fortunate to have something this good dropped in my lap, and second, why weren’t bucketloads of other producers clamoring to work with this band? It just had this rawness to it. It felt like the naked expression of this desperately sad person. Every sentiment, every lyric was so beautifully employed and placed. It all added up to a very intense mood, as well as something that was easy for anyone to relate to who has ever felt lost in their life. It reminded of a classic country-western song in that way.

Pirner: When we met Michael, he was very prepared for the meeting. I was kind of blown away by his anal-retentiveness, and that is a compliment. That is something that a band that is always imploding needs sometimes.

Murphy: Michael had a lot of passion. We were all pretty young strapping lads at the time. We took him out for martinis one night and we could all drink him under the table. He had to show up sick for rehearsals the next day. We felt pretty good about that.

Beinhorn: We tracked everything in Studio A at the Power Station in New York. It was one of the last great recording studios left in the city after so many other classic rooms had shut down due to skyrocketing commercial rents.

Pirner:If I was to make my own room, I would copy that room.

Beinhorn: Guitars were easy for most of the record. Vocals were a different story. I think Dave, like many singers, felt very uncomfortable once the tape began rolling — especially having a small contingent of people intently following and potentially critiquing his every breath. It became apparent that we weren’t going to get the vocal takes we wanted if things stayed as they were. I considered having Dave record his own vocals but that seemed like it would be too much multitasking. Eventually, it became obvious that the one person Dave felt most comfortable around was Dan. So I asked Dan to supervise the vocals, run the tape machine, and with that, [engineer] Chris Shaw and I left the control room. Nearly all of Dave’s vocals were recorded with just him and Dan. This made them more intimate and emotional.

Pirner: Michael really put us through the wringer and it was hard, but that’s what he’s known for.

Murphy: Michael Beinhorn was really, really hard to work with. He was an incredible perfectionist, and we thought he was kind of nuts and overbearing. He’s notorious for getting fired from sessions. So it wasn’t just a jovial, good feeling. It was really intense. Essentially, that’s the song that got Grant replaced.

Beinhorn: We had done a lot of work in pre-production and everyone seemed very confident when we began tracking. Grant was playing as well as he could. His takes had a lot of character and suited the recordings perfectly. The results were good and spirits were high. About five songs into the recording, something started to change with Grant’s performances. It was as if the wind had been knocked out of his sails. Everything he did felt lackluster. It felt like he’d either lost his resolve or was getting worn out.

Murphy: We just couldn’t get it to feel effortless, and not constricted by time, if that doesn’t sound pretentious. It just seemed like it was plodding the way it was. We spent three or four days trying to get the right version of that song. We just couldn’t do it.

David Kahne, then-head of A&R, Columbia Records: Grant was a good drummer, but the feel was a little droopy on that song. Dave, Dan, and I — and later [the band’s A&R rep] Benjie Gordon — talked about whether there should be a different drummer on that song, but the idea was to see whether Grant would make it work during tracking. If the tracking didn’t go well, I told Dave it would be up to him, and that he might have a tough decision to make. I remember him staring at me. It’s always hard to confront stuff like that in music.

Pirner: It was sort of a thing where everybody was trying to out-suffer everybody else. It was really bizarre and emotionally difficult for everybody involved. Basically, it was a standoff. I’ve never seen anything like it. It was just a thing where the producer was going, “That ain’t going to happen. You’ve got to be better. And if you can’t do it better, we’re going to make you sit here and watch us cut tapes for two days. Then you’re going to try it again, and then we’re going to say, ‘Nope. Not good enough.'” That sort of stuff can be really punishing.

Beinhorn: Things started to fall apart, but we had limited time at the Power Station, so we had to act quickly.

Dave Pirner and Winona Ryder attend "The Age of Innocence" New York City Premiere on September 13, 1993. / Photo by Getty Images

Sterling Campbell, drummer: I got a call and they asked me if I would be interested in playing on the record. I came in and I didn’t honestly know what alternative music was. I was totally coming out of Duran Duran and the ’80s. But they needed to get somebody in to cut these tracks because Michael Beinhorn was very meticulous about how he wanted things. Actually, the way Michael had the drums tuned, I could see how it would’ve been a problem for Grant to play on. Because they were really loose. I think that’s what might have caused a lot of the problems.

Murphy: Dave had brought in this really old, small 1940s Gretsch kick drum and the only way you could get it to sound really good is if the head was really, really loose on it. So I remember the first thing, Sterling sits down and goes, “You’ve got to be fucking kidding me. You don’t want me to play this kick drum.” And we were like, “Yeah, we do.”

Pirner: I still have that bass drum that we used, but it took a whole bunch of crazy finessing and tuning that no one had ever seen before — not the bass-drum tech who was tuning it, not the drummer, Sterling, who was playing it, not the engineers. But Beinhorn liked the way this old bass drum that I got from an ex-girlfriend’s brother sounded with a really loose head on it.

Campbell: I went with what it sounded like and just played. If you listen to the drum pattern, it’s pretty simple. It almost had like a mid-’70s, singer-songwriter, Fleetwood Mac kind of thing to it. My musical contribution, if I recollect, is I came up with the breakdown, where I just kind of stopped playing and it’s just the kick drum. Grant was there, and I was even trying to look for his approval on it sometimes. I was approaching him, like, “If there’s anything you want me to do on the tracks…” I mean, he was in the band. I felt for him. I was just trying to put myself in his place. I would’ve felt awful. It was pretty uncomfortable.

Murphy: David Kahne said, “You know, I’ve fired a lot of drummers.” And we really resisted it. We were all Minneapolis boys. We were hoping we could do another record with Grant and it would go better. At that point, we kind of pinned it on Michael Beinhorn and David Kahne. But it certainly wasn’t great for morale moving forward with Grant. We took it as a temporary setback and Grant toured with us afterwards. Then, right before we made the next record, we finalized it and he was no longer in the band.

Grant Young, drummer, Soul Asylum [from Request magazine, 1995]: We’d always, always argued. I’ve been known to fuck things up, and we’d have arguments about music sometimes because our philosophies about music, or ideas about what we thought was good music were often very different. I always thought that was one of the interesting things in the band, because there were four different guys that had different ideas about what good music is. The coming together of all those different styles is what gave Soul Asylum a personality. It’s like they got to a point, and they could afford one of the greatest players around. It’s musical arrogance, and that’s disappointing as hell.

Pirner: It’s all bygones for me, and I need to move on. I have no aspirations to turn over stones that were hard to get set where they are. I love the guy. But it’s still awkward. A lot of that stuff just sort of stays around.

Murphy: I’ve seen Grant a couple of times since then and we’re not comfortable at all, which is kind of sad. I spent a lot of years with that young man in a band together. I’ve got really mixed feelings about it. I think that that incident marked our band in a way. Like, we were getting too big for our britches [because] we got Duran Duran’s drummer, a studio guy. Publicly, it created a rift that seemed unnecessary.

Campbell: At the time, they explained to me, “Listen, it’s kind of frowned upon to have session guys on the records. It’s not a cool thing to do.” I understood, so I got credit as a “percussionist.”

Murphy: We were going to go down to another studio, the Magic Shop, in New York and record bass guitar there, but Michael really got attached to the way the bass sounded at the Power Station. We all thought he was fucking nuts, but he insisted that we record bass at this really expensive studio where we had done the drums.

Beinhorn: I do recall everyone being concerned with my sanity that we would go back to one of the most prestigious studios in the world in order to record bass in a closet. What can I say? It was some closet.

Murphy: In hindsight, the bass line was exactly what was missing. Karl had a real solid bass line. It was kind of country without all those bad country fills that bass players play a lot.

Beinhorn: We went to Donald Fagen’s studio, River Sound, to do our overdubs. It was on East 95th Street, right next to a police-horse stable. We’d always smell the combined odors of manure and hay when we’d come into the building. It was very arresting — a bit like having coffee. Someone else was using the studio during the days, so we would start up every evening and work until the next morning. It was surreal.

Murphy: Laura Nyro was recording during the day. We met her a few times. She seemed really nice. We went in from 5 p.m. until 6 a.m., every single fucking day. That was our schedule. Dave and I were staying at the Gramercy Park Hotel, and we’d get back at seven, eight, nine in the morning and sleep until it got dark. We called ourselves the mole men. We never saw the light of day. I remember the receptionist at River Sound was this woman named Bernadette. She was maybe 25, kind of hot and half-crazy. She kept singing, “Runaway Train” like she was Ethel Merman. She was really into it. We kind of took it as an omen because that’s all she would sing when we were recording there.

Beinhorn: I talked with the band about putting [Hammond] B3 [organ] on the song, but drew a blank regarding players. It was David Kahne who suggested Booker T. He felt strongly about the record at that point and was urging us to go big.

Murphy: It was a great call. His playing was magical. That was pre-the Counting Crows and Wallflowers Hammond B3 organ-sound resurgence.

Beinhorn: We went to Los Angeles to rec