David Lee Roth's "Ladies' Nite in Buffalo?" unfolds on Eat 'Em and Smile with a leisurely assurance, but it began as a much different Steve Vai demo. In fact, Vai says he originally “had tons of keyboards and all sorts of guitar overdubs” on the song.

Then producer Ted Templeman, a veteran from Roth's days in Van Halen, stepped in.

"When we took it into the studio, Ted Templeman said, 'Okay, let’s lay down a basic track. Just go out there and play live as a guide guitar," Vai told the Examiner in 2012. "I thought, 'There’s a lot of parts. How am I going to make them all work on one guitar?' [My] intention was that it was going to be built up with all these other layers and stuff later, and Ted goes, 'Well, there it is!' So, that’s the part and that’s the song."

At the time, however, Vai continued to push back ... and hard.

“Vai kept fighting us because he felt his rough track was terrible," Eat 'Em and Smile engineer Jeff Hendrickson told Guitar World. "He was so meticulous. But he’d played this basic track that just blew everybody away. We couldn’t believe he wanted to change it.”

After that, Roth disappeared to construct an appropriate storyline, as was his habit. But even years later, Vai admitted he had little idea why "Ladies' Nite in Buffalo?" ends in a question mark – or even what Roth is referring to with the title. "Exactly what it is: Ladies’ night in Buffalo, N.Y. -- that’s what it’s about, I guess," Vai offered. "You’d probably be better off asking Dave."

When Eat 'Em and Smile finally arrived on July 7, 1986, "Ladies' Nite in Buffalo?" was roundly praised for its understated approach. Spin called the track "alarmingly cool." Rolling Stone praised it as "sophisticated." Templeman, who'd worked with Hendrickson on Sammy Hagar's V.O.A. and Aerosmith's Done With Mirrors, as well as Roth’s solo debut EP, Crazy From the Heat, was proven right.

Vai said he has come to love the stripped-down quality of the song, even if he initially disagreed with Templeman's decision. "There was a real kind of beautiful rawness and an in-your-face kind of intimacy that was much different from the very produced version that I had done," he admitted in the Examiner interview. "Ladies' Nite in Buffalo?," he told Guitar World, "was beautiful the way it was."

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