David Bowie had three studio albums to his name by the time he released Hunky Dory on Dec. 17, 1971. Still, in Bowie's own view, this was the record that most clearly introduced him to the world.

"Hunky Dory gave me a fabulous groundswell," he told Uncut in 1999. "I guess it provided me, for the first time in my life, with an actual audience — I mean, people actually coming up to me and saying, 'Good album, good songs.' That hadn't happened to me before. It was like, 'Ah, I'm getting it; I'm finding my feet. I'm starting to communicate what I want to do. Now, what is it I want to do?' There was always a double whammy there."

Making his debut with RCA, Bowie once again enlisted the talent of guitarist Mick Ronson, but he invited some new faces as well: co-producer Ken Scott, future Yes keyboardist Rick Wakeman, plus multiple musicians who would go on to be in Bowie's Spiders From Mars band.

Scott, for one, did not have high hopes for recording sessions that began in the spring of 1971, given that none of Bowie's previous albums had performed particularly well on the charts.

"I never really thought that David would amount to much at the rate he was going, so if I screwed up, no one would hear it anyway," Scott said in 2012's Abbey Road to Ziggy Stardust. "As we were going through the material it suddenly hit me. ‘Hang on, this guy is really fucking good. He could be a lot bigger than I expected and this album might actually be something that a lot of people will listen to."

A lot of people did listen to Hunky Dory — eventually. The record finally peaked at No. 3 on the U.K. charts, but only after the release of 1972's follow-up album, The Rise and Fall of Ziggy Stardust and the Spiders From Mars. In the meantime, Hunky Dory simultaneously nodded to a few of his influences, while also declaring that he did not (and would never) fit the traditional rock-musician mold.

From the introspective hit "Changes" to the deep-cut closer "The Bewlay Brothers," the track-by-track guide below revisits one of Bowie's strongest pieces of work.

1. "Changes"

From the top of Hunky Dory, Bowie did not hesitate to be transparent. He knew he hadn't truly established himself yet — "Every time I thought I'd got it made, it seemed the taste was not so sweet" — but that hardly meant he was depleted. Bowie tried some old techniques, harkening back to the Who with his stuttered "ch-ch-ch-changes," but also incorporated newer ideas – including a saxophone he played himself. He debuted the recently written song on stage six months before the album's release at June 1971's Glastonbury festival, teasing his listeners that the best (and most unbelievable) was still to come. "I guess it was me being sort of arrogant," Bowie said in The Complete David Bowie. "It’s sort of baiting an audience, isn’t it? It’s saying, ‘Look, I’m going to be so fast you’re not going to be able to keep up with me.’"


2. "Oh! You Pretty Things"

The oldest song on Hunky Dory, "Oh! You Pretty Things" began as a idea that came to Bowie in the sleepless early hours of morning. "I've always interpreted this song as a fantasy of outsiders taking over," Phil May from the Pretty Things told Uncut in 2008. May never spoke with Bowie about the reference, but it was evidently a purposeful title. "In terms of using our name, I think we were a beacon to him," May added. "I think the phrase is a euphemism for how he saw our band when he was starting up, somebody shining a light on his situation, when for the rest of his life, he was on his own." Bowie was also pulling from more personal places: His half brother, Terry Burns, had been diagnosed with schizophrenia, and was a resident at a psychiatric hospital when Bowie wrote this track. "A lot of the songs do in fact deal with some kind of schizophrenia or alternating id problems," Bowie told the BBC in 1976. "I haven’t been to an analyst, my parents went and my brothers and sisters and my aunts and uncles and cousins and … they ended up in a much worse state so I stayed away. I thought I’d write my problems out, really."


3. "Eight Line Poem"

A peculiar number in which a minute-long instrumental introduction takes up roughly a third of the entire song, "Eight Line Poem" features Bowie playing the same grand piano that would later be used on Aladdin Sane. Ronson is the only other performer on the track, lending some delicate, country blues-esque riffs between Bowie's vocal lines. Bowie's descriptions of each Hunky Dory song were used as press advertisements at the time of the album's release, and the one for "Eight Line Poem" was as mysterious as the song's lyrics: "The city is a kind of high-life wart on the backside of the prairie." Sonically speaking, the track is comparatively simple next to Hunky Dory's other numbers, with more focus on the brief but precise lyrics. Phrases like "tactful cactus" implied a deeper literary inspiration, but Bowie disagreed. "I read this eight-line poem of yours and it is very reminiscent of T.S. Eliot," beat writer William Burroughs said in a 1973 conversation with Bowie for Rolling Stone. "Never read him," Bowie replied.


4. "Life on Mars?"

After contributing a memorable mellotron part to 1969's "Space Oddity," Bowie called up Wakeman again, asking if he might play piano on some new songs. Bowie presented a few demos to Wakeman, who was immensely impressed. "'Life on Mars' stuck out as being something very special," Wakeman told The Guardian in 2017. "He wanted a piano solo. He wanted the album to be very piano-orientated. I was given complete freedom by him." Bowie later asked Wakeman to join the Spiders from Mars band — on the same day he was asked to join Yes. Wakeman said Bowie told him "I’d made the right choice, and he reiterated that on numerous occasions over the years. I heard later that he loved what I did on 'Life on Mars.' He said it made the track, but that’s not true, the song made the track. The man was a genius." The bells heard at the end of "Life on Mars?" were recorded by mistake when a phone reserved for outbound calls that was located in the studio's attached bathroom surprisingly — and loudly – rang. The band intended to do another take. "It was some time later when we were doing the orchestra overdubs," Scott said in Abbey Road to Ziggy Stardust, "and they were holding their last note at the end of the song. The end part of the earlier take that apparently hadn’t been erased blasted out of the monitors. Much to our surprise, it sounded great, so we decided that we had to use it."


5. "Kooks"

There was little hidden meaning behind "Kooks." A small note next to the song's title on the back cover of Hunky Dory read, "For Small Z." Bowie's wife Angie had given birth to their son Duncan Zowie Haywood Jones in May 1971, and fatherhood "pleased my ego a lot," Bowie told Rolling Stone in 1976. "I think Zowie’s a survivor. He’s very definitely an independent person, of his own choosing, it seems. And I find it quite easy to think of him not as mine or as Angie’s, but as Gibran has said, ‘a little plant.’ I don’t feel very paternal about him." The song's promise of homework being thrown in a fire, however, was never fulfilled. "Unfortunately those lyrics were fantastical," Bowie's son tweeted in 2018. "I had to do my homework every bloody time."


6. "Quicksand"

Bowie wasn't idly name checking the famous occultist Aleister Crowley when he sang "I'm closer to the golden dawn, immersed in Crowley's uniform." He reportedly found the occult quite intriguing, and even carried a Crowley biography in his coat with the title purposefully showing. "Quicksand" became one of Bowie's most direct acknowledgements of that interest, though he also references World War II figures Heinrich Himmler, Winston Churchill and Juan Pujol, a spy whose codename was Garbo. "The irony is that I really didn’t see any political implications in my interest in Nazis," Bowie told NME in 1993. "My interest in them was the fact that they supposedly came to England before the war to find the Holy Grail at Glastonbury and this whole Arthurian thought was running through my mind. So that’s where all that came from." Scott, who was fresh off working on George Harrison's grandiose All Things Must Pass, chose to layer multiple acoustic guitars on the track. "It made me feel great that he had complete faith in me," Scott said in Kooks, Queen Bitches and Andy Warhol: The Making of David Bowie's Hunky Dory. "It starts off with solo guitar and then at a certain point the guitars open up to either side. Because of the way I mixed, I managed to get completely different guitar feels during it."


7. "Fill Your Heart"

The lone cover to appear on Hunky Dory, Biff Rose and Paul Williams' "Fill Your Heart" served as the b-side for the famous Tiny Tim update of "Tiptoe Through the Tulips." "I've always noticed that if I put out certain names as my influences to see if people would pick up on them and then say I was definitely influenced by them, then every time I’ve done it has always come back. Always, always, always!" Bowie told Melody Maker in 1978. "I could say that my greatest influence, in fact, was Tiny Tim – and they’ll say, ‘Ah, of course! Quite obviously David Bowie has lifted an enormous amount from Tiny Tim.’ Always it works in that fashion." Two years after Hunky Dory arrived, Rose and Bowie met when Rose was opening for Bruce Springsteen in New York City. "Bowie came up to me after the show with this shit-eating grin on his face, staring down. He’s taller," Rose told Nate Waggoner in 2014. "I said, 'Thank you for doing ‘Fill Your Heart,’ but did you have to sop the whole arrangement?' He seemed not to hear me or grasp what I was saying, but kept smiling."


8. "Andy Warhol"

Andy Warhol was "a man of media and anti-message, with a kind of cute style," Bowie said in his explainer notes for this album. Bowie later played the song during a visit to Warhol's Factory art space, and the legendary artist was less than amused. "He hated it, loathed it. He went 'Oh, uh-huh, okay …,'" Bowie told Performing Songwriter in 2003, imitating Warhol's blasé manner. "Then just walked away. I was left there. Somebody came over and said, 'Gee, Andy hated it.' I said, 'Sorry, it was meant to be a compliment.' 'Yeah, but you said things about him looking weird. Don't you know that Andy has such a thing about how he looks? He's got a skin disease and he really thinks that people kind of see that.'" Bowie said Warhol opened up, once he looked down. "It was my shoes that got him," Bowie said. "That’s where we found something to talk about. They were these little yellow things with a strap across them, like girls’ shoes. He absolutely adored them. Then I found out that he used to do a lot of shoe designing when he was younger. He had a bit of a shoe fetishism. That kind of broke the ice. He was an odd guy."


9. "Song for Bob Dylan"

By 1971, many fans, critics and even fellow songwriters viewed Bob Dylan as something of a lost cause. The previous year's Self Portrait had thrown listeners for a loop with wild arrangements and an intentionally jarring quality that Dylan himself acknowledged. "We lost your train of thought, your paintings are all your own," Bowie sings on a track whose title nods to Dylan's own homage to Woody Guthrie, "Song to Woody." Bowie said he felt Dylan had fallen off the tracks musically. "It was at that period that I said, ‘Okay [Dylan] if you don’t want to do it, I will. I saw that leadership void,'" Bowie told Melody Maker in 1976. "Even though the song isn’t one of the most important on the album, it represented for me what the album was all about. If there wasn’t someone who was going to use rock ‘n’ roll, then I’d do it." Bowie recalled chatting with Dylan during a recent post-gig party in a 1976 interview with Playboy, and openly wondered whether Dylan found him all that appealing: "I just talked at him for hours and hours, and whether I amused him or scared him or repulsed him, I really don’t know," Bowie said, "I didn't wait for any answers. I just went on and on about everything. And then I said good night. He never phoned me."


10. "Queen Bitch"

Bowie was still performing with his band the Buzz in the late '60s when he was given an advance test pressing of 1967's The Velvet Underground & Nico by his manager Kenneth Pitt. Pitt had gotten it from Warhol, who co-produced the album, while visiting in New York. Pitt said "you like weird stuff. See what you think of this," Bowie remembered in a 2003 interview with Vanity Fair. "What I 'thought of this' was that here was the best band in the world." He saw the Velvet Underground perform in early 1971, through Bowie was unaware that their lineup had changed in the meantime. "At the end of the show, I went backstage and I knocked on the door, and John Cale came to the door. And I said, 'Is Lou Reed in there? I’d love to talk. I’m from England, and I’d love to talk, ’cause I’m in music too, and he’s a bit of a hero to me,'" Bowie told the BBC in 1999. Bowie spoke with someone who he thought was Reed for several minutes, only learning later that Reed had left the group. Bowie was actually speaking with Reed's replacement, Doug Yule. "I thought, what an impostor. Wow, that’s incredible," Bowie said. "It doesn’t matter really, ’cause I still talked to Lou Reed as far as I’m concerned. And coming back to England, one of the things, one of the memories I brought back was all that, so I wrote ‘Queen Bitch’ as an homage to the Velvet Underground."


11. "The Bewlay Brothers"

This song's title would later become a pseudonym for Bowie, Iggy Pop and Colin Thurston as producers of Pop's 1977 album Lust for Life. By Bowie's own admission, however, "The Bewlay Brothers" was not intended to make any lyrical sense. "It was the last song we recorded for the album," Hunky Dory producer Ken Scott later told Uncut, "and I remember David coming in and saying, ‘I’ve just written this new song. We’ve got to record it but don’t listen to the lyrics.’ I said, ‘Why?’ He said, ‘Because they don’t mean anything. I wrote it specifically for the American market to read things into it.’ I must’ve heard 10 or 15 different stories as to what ‘The Bewlay Brothers’ was supposed to be about, and I know that David would have agreed with every single one. He took what was given to him and ran with it, quite often."

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