Brian’s iconic album Made in the Shade, released in 1993, hit Gold status in 2002, a testament to its lasting impact. By 2013, three of its standout tracks had each topped the one-million streams mark, according to MRC Data. This just goes to show how Brian’s music still resonates with fans and how the album continues to connect with listeners over the years. But the album that helped define an era was plagued with problems from day one and almost didn’t happen…
While Brian worked at Capitol Records in 1984, Rob Stringer was his boss. By 1993, Rob had moved up the corporate ladder to become managing director of Sony’s Epic Records UK. Rob owed Brian for taking over the Teachers project (see chapter 3, Capitol Madness), so when Brian needed leverage to land a recording deal with Sony, Rob reached out to his compadre, Ron Sommer, newly anointed Sony Europe President and COO.
In the 90s, as in the decades before, recording contracts were notoriously stacked in the label’s favor. Labels treated the production budget like a loan, so artists wouldn’t see a dime in royalties until they hit at least 1 million in sales—yikes! The label also had total control over the recordings and dictated which studio the artist could use. Thankfully, with Rob’s help, Brian was able to negotiate a much sweeter deal for himself. He secured shared ownership of the recordings, secured the right to choose the studio, and increased his royalty payout from the typical 7% to a solid 12%. This meant he could pay off the production costs faster and start earning money sooner.
Of course, there were some catch-22s. Sony wanted a pool of 20 songs to pick from, insisted on control over which tracks were released and when they came out, and wanted regular updates during production. It felt a bit controlling, but considering the better long-term deal he was getting, Brian felt it was a fair trade-off. So, he signed the contract and dove right into work!
Brian knew from the get-go that making noise in the recording booth while simultaneously fiddling with knobs at the sound desk was an impossible task. He couldn’t be two places at once. So when his bandmate from Bakersfield, Mickey ‘Lee’ Henke, stepped up to handle a lot of the engineering work, Brian jumped at the opportunity. Yeah, that turned out to be a really dumb idea.
Another brain fart was inviting his fellow Bakersfield bandmates into the studio to record instead of hiring experienced studio musicians. Brian figured that since they had already nailed down most of the songs on the road, it would be a breeze to lay them down in the studio. Bzzzt! Rookie move. Brian cut his legs off at the knees by eliminating the one process he was exceptionally good at: creating score sheets for musicians. Since the boys couldn’t read music, Brian had to talk or hum each part of a song to them painstakingly until it stuck well enough to record—a process that was not only time-consuming but also very, very frustrating at times.
And Brian, still rooted in rock and relatively new to the country, struggled to write songs that fit the genre at the time. The lyrics were easy; country music followed a simple set of rules: You know, beer, mother, guns, etc. But knowing when to plant a face-ripping guitar solo or flat-pick a riff was where he had problems. Thankfully, he found help by teaming up with longtime friends Christine Leon, Keith Headley, and Tony Hardin, and their influence helped Brian make that connection.
Brian had originally booked Dolphin Studios for the recording, but their Berlin corporate office begged him to cancel because they needed the studio for a much larger project. Brian had been working at Dolphin for quite a while and figured it would be worth the chip to call in later if he let them off the hook. Besides, Mickey said he had a studio where they could record that would be much cheaper. So, knowing that cheaper is not better, Brian went to tour Pauley Tonstudio, and his heart sank at what he saw…
For starters, the studio was incredibly small. The recording booth could barely fit a four-piece band, and the engineering booth was just as cramped. On top of that, Brian noticed that some of the gear seemed a bit outdated or Mickey Mouse-ed together. Hell, the main reverb was a massive wooden crate with steel plates hanging inside, awkwardly wedged behind the couch in the engineering room! As for the compressors, they lit up like the back of a 50s TV and looked like they belonged in a museum rather than a recording studio.
What Brian didn’t realize at the time was that the studio owner, Hilmar Pauley, was a mad-genius tinkerer who had actually invented many of the components used in professional studios today. What looked like old-school gear was, in fact, the successful result of oodles of experimentation. But Hilmar could talk the talk and splice tape like a pro, so despite his reservations, Brian stuck with Hilmar’s studio. Best decision he ever made.
Fun Fact: Hilmar Pauley, who passed in 2019, not only used his studio to develop some of the most innovative recording components in use today, but he also developed recording and filtering techniques that have become standard practice for engineers. From audio restoration to post-production mastering, Hilmar has left his mark on the industry through his genius and hard work.


Sony gave Brian 4 weeks to complete the production. Smack dab in the middle of what was the norm at the time, using session musicians. Brian knew what lay ahead, so he scheduled recording sessions for the afternoons when the musicians were likely to be awake and, hopefully, sober. Those sessions would likely go well into the night, and the rest of the time was spent traveling to and from the studio, over an hour away from his house, and writing all the extra music Sony wanted for the selection process. Sleep was a luxury for all.
Production was well underway when Brian began to grow concerned about Mickey’s behavior. Mickey was spending nights locked in engineering, tweaking things on his own time, and he and Hilmar were constantly arguing about this or that. Brian didn’t learn that Mickey wasn’t keeping up with the progress reports until Sony sent reps to look over Mickey’s shoulder, which infuriated him and led to even more arguments. Within just a couple of days, it all came to a head when Brian’s old boss, Rob Springer, called to inform him that Sony was considering canning the project for breach of contract. In a panic, Brian contacted the studio owner, Hilmar Pauley, and that’s when the truth came out…
Apparently, Hilmar had recognized at some point that Mickey had no clue what he was doing. He would record with too much gain, introducing noise and distortion, and then spend hours trying to fix his mistake. He would spend days rehearsing mixdown scenarios on his own instead of wrangling someone in to help, and since Mickey couldn’t splice tape, he would ask Hilmar to make impossible splices that defied reason. Brian was furious, but he didn’t get the chance to confront Mickey about it. Once Mickey caught wind that Brian and Hilmar were talking, he stopped showing up for work, wouldn’t answer Brian’s phone calls, and ghosted everyone on the project and in the band. Brian never saw him again.
Brian was screwed. Half the budget was gone, and he didn’t know just what he had. But, First things first, he had to keep Sony from canning the project, so once again he engaged his old boss, Rob, and together they worked out a deal with Sony: if Brian put a reputable producer in charge of the project, things could continue as normal, and they might even grant him an extra couple of weeks of production time.
While working on his own project, Brian also lent a hand to Thomas Schmitt-Zijnen’s project, the Frankfurt Rock Orchestra’s Classic Moody Blues Hits album. Thomas had asked Brian for help before starting his own project, and Brian’s role was mainly writing score sheets and a bit of sound engineering. It put Brian and Thomas in the same room, so Brian didn’t have to hunt him down. Thomas was the most reputable producer Brian knew at the time, so Brian begged him to take over as producer on his project. He didn’t have to beg; Thomas was more than happy to oblige and brought his buddy, engineering genius Tommy Korge, along to help with some of the grunt work.
When Brian told Ron Sommers at Sony that he had bagged Thomas Schmitt-Zijnen as producer, Ron was ecstatic. In fact, he was so happy that he gave Brian two more weeks of production time and said he wouldn’t bother enforcing the contract’s progress-report clause. Now, Brian and the “2 Tommy’s,” as they were affectionately known around Dolphin Studios, got to work sifting through the recordings to figure out what was salvageable.
Hilmar was a bit star-struck, with the “2 Tommy’s” hanging out in his studio, which piqued his interest in the project again. He confided that he might have a way to clean up some of the distorted tracks everyone was grimacing over. Hilmar’s technique was a godsend, and they salvaged over 90% of the recordings. Brian only had to hit the recording booth twice to overdub the tracks they couldn’t fix.
Brian recalled watching the “2 Tommy’s” work, which felt like watching a superbly choreographed dance scene. There was almost no talking, as each reached over the other to act out the mixdown scenarios. Brian was merely there to punch in overdubs or turn up subs on cue. It took the trio only three days to master 22 tracks, and off they went to Sony for the selection process.
“Hilmar had this tiny Soundcraft 24-track mixing console with no built-in automation. I was afraid Tommy would bitch, but instead he planted himself in front of the console, positioning Thomas to his left to cue overdubs and me to his right to cue the subs. The three of us worked like a six-handed monster, with nothing said but Tommy’s cues. Used to working from cue sheets, I had never done anything like that before or since. It was pure fucking genius.” – BGW

“You’re the One” was inspired by a heartfelt poem Brian wrote in 1986 for his then-fiancée, Inge. The song was composed and recorded live at the hr-Sendersaal in Frankfurt, Germany, by the Frankfurt Rock Orchestra, conducted by Thomas Schmitt-Zijnen. To this day, it remains one of Brian’s most beloved compositions in Europe and the Americas.
As the production of the Made in the Shade album neared completion, producer Thomas Schmitt-Zijnen suggested ending with a slow ballad. Brian and Thomas were wrapping up work on Thomas’ project with the Frankfurt Rock Orchestra when he proposed using some of the remaining budget to record said ballad for Brian’s album.
Brian and Thomas sat together at the piano, composing the arrangement and creating score sheets between takes with the orchestra. They often worked from the same sheet of paper and sometimes finished each other’s work, which Brian would call “one of the most efficient collaborative sessions” he ever experienced. With only one day left before the orchestra had to depart for other engagements, Brian took his place at the piano, and Thomas cued the orchestra.
Due to limited time, the song’s full orchestral and choral sections were recorded in a single continuous session, with Brian playing the piano. Although he hadn’t finalized the lyrics, he had memorized his poem and felt confident he could improvise the remaining lines and overdub them later in the studio.
Back in Hilmar’s studio, Brian evaluated the improvised lyrics and found them surprisingly good, a sentiment his wife shared. Only a few phrases, where he mumbled, swore, or had a cracked voice, required adjustment. Randy DeBeers, the new bassist for Brian’s band Bakerfield, made his debut on bass; Udo Guckelsberger recorded the drums; and Brian added his own guitar and solo violin to finalize the track.
When Brian presented the final product to Sony executives, they were unsure whether the song would fit the album’s ‘Country’ genre. After some persuasion, the song was released and unexpectedly resonated with audiences, becoming an instant classic and gaining worldwide popularity.
Album: Made in the Shade
Year released: 1993
Recorded at: Pauley Tonstudio, Giessen, Germany
Producer(s): Thomas Schmitt-Zijnen, Brian Walton, Mickey Henke
Engineer(s): Brian Walton, Tommy Korge, Mickey Henke, Hilmar Pauly
Label: Sony Records
Composition & Lyrics: Brian Walton
The Performers:
Brian Walton appears courtesy of K&P Enterprises, Musty Dungeon Studios, Sony Records, and Capitol Records. Thomas Schmitt-Zijnen appears courtesy of MSI Recording and Sony Records. Special Contributors & Mentions: Christine Leon, Keith Headley, Dave Bell, and Tony Hardin.
Sony wanted a pool of songs from Brian to choose from for the initial release. Sony didn’t provide any specifics about the selection process, and Brian wasn’t part of the final decision-making. Brian composed and recorded a whopping 22 songs for the initial Made in the Shade album; most were cut from it, but some appeared in subsequent releases. Those that were never released were recomposed into singles that Brian released on his own label.