Three B-Sides and a High Court Injunction: The Battles Behind The Who’s ‘Substitute’

Most hit singles fight one battle — the climb up the chart. “Substitute” fought at least five, and several of them were in court. Released in March 1966 as The Who’s first single after walking out on their record producer, it was in the shops for only a matter of days before a High Court injunction obtained by that same producer froze its B-side, left its new label sitting on some 40,000 copies it could not legally sell, and forced the band to reissue the record twice in a fortnight — the third time with a B-side that was not by The Who at all, but a joke instrumental aimed like a rude gesture at the man suing them. The legal war that followed silenced one of the hottest groups in Britain for more than five months and cost them a five per cent royalty on everything they recorded for the next five years. The song at the centre of it all was a three-and-three-quarter-minute Pete Townshend composition about not being the real thing: a lover who is only a stand-in, a boy who insists he is not what he appears to be. It is hard to think of another record whose subject and whose circumstances fitted each other quite so neatly.

And yet “Substitute” won. It reached No. 5 in Britain, spent the following decades as one of the two songs with which The Who opened their concerts, was censored and shortened for America, returned to the UK Top 10 a decade later on reissue, was claimed by punk — recorded by the Sex Pistols and by the Ramones, the latter with Townshend himself turning up to sing backing vocals — and is now routinely ranked among the greatest songs of the 1960s. It was written, Townshend admitted, as a deliberate imitation twice over: an homage to a Smokey Robinson lyric and a spoof of a Rolling Stones hit, built on a riff he cheerfully confessed to stealing. This is the story of a song about fakery that was nearly destroyed by a fight over who owned it — and of how the fake, in the end, outlasted nearly everything real around it.

A Word Borrowed from Smokey Robinson

The song began with somebody else’s line. In 1965, Smokey Robinson and the Miracles released “The Tracks of My Tears”, one of the defining singles of the Motown era, and buried inside its lyric was a phrase that lodged in Pete Townshend’s head and would not leave: “Although she may be cute, she’s just a substitute.” Townshend became, by his own account, obsessed with the line — with the word itself, and with the little drama of dignity and disappointment compressed into it. Most Motown songs of the period pleaded or promised. This one admitted, with a kind of wounded elegance, that the woman in the singer’s arms was a replacement for somebody else.

Townshend decided, as he later put it, “to celebrate the word with a song all of its own”. The Who were, in this period, steeped in American soul music — their stage act was built substantially on R&B material, and their managers marketed them as a mod band whose tastes ran to Motown and Stax. Writing “Substitute” was, in Townshend’s own retrospective description in his 2012 memoir Who I Am, an act of homage: he has described the song as beginning as a tribute to Smokey Robinson by way of an unlikely British intermediary. The word came from Detroit. The vehicle it would ride in on came from somewhere much closer to home — and from the band The Who could never quite decide whether they were rivalling or impersonating.

What Townshend did with the borrowed word was characteristically sly. Robinson’s line is about a girl who is second-best. Townshend turned the camera around: in his song, it is the singer himself who is the substitute — “I’m a substitute for another guy” — holding a girl who is only with him because the man she wants is elsewhere. The confession of inadequacy becomes a kind of boast, delivered at full volume by a band incapable of sounding inadequate. That inversion, from Motown’s polished heartbreak to something brasher and more self-lacerating, is the whole of early Townshend in miniature.

A Spoof of the Stones, Sung in Jagger’s Voice

If the word came from Smokey Robinson, the attitude came from the Rolling Stones. In his memoir, Townshend wrote that “Substitute” began as an homage to Robinson by way of the Stones’ “19th Nervous Breakdown”, and he had said as much as early as 1971, when he described the song flatly as having been “written as a spoof of ‘19th Nervous Breakdown’”. The Stones’ single was a sneering, lurching put-down record, and Townshend — who in these years moved in the same London world as the Stones and measured himself against them constantly — set out to write The Who’s equivalent: a song that swaggered and accused in the same breath. While he was writing it, he even performed it around the house in an exaggerated Mick Jagger accent, leaning into the parody so completely that the impersonation was part of the composition.

Even the riff had a confession attached. The verse guitar figure in “Substitute” was pinched — Townshend’s own word — from “Where Is My Girl”, a single by Robb Storme and the Whispers. The connection was unlikely and slightly comic: Townshend had encountered the record because the New Musical Express had given it to him to review in November 1965, in one of the paper’s blind-review features, and he had praised it. The record was not a hit. In Who I Am he summed up the transaction with a candour few songwriters would risk: “The record I said nice things about wasn’t a hit despite an electrifying riff. I pinched it. We did it, you bought it.”

There is something fitting about a song called “Substitute” being assembled from other people’s materials — a word from Smokey, a stance from the Stones, a riff from an obscure record its writer had reviewed as a journalist. A less confident songwriter might have hidden the joins. Townshend built the song’s entire identity out of them, and then, characteristically, spent the rest of his life cheerfully admitting to every one.

The borrowings also explain the record’s peculiar double nature, which listeners have sensed ever since without always knowing why. “Substitute” sounds simultaneously like a soul record and a beat-group record — because it is one, twice over. The lyric’s emotional posture, the stand-in lover measuring himself against an absent rival, comes straight out of the Motown songbook; the delivery, all elbows and accusation, comes off the Stones’ London street corner. Townshend’s achievement was not to blend the two influences into a compromise but to run them at full strength at the same time, so that the song’s sweetness and its spite keep interrupting each other. That tension — homage fighting parody for the microphone — is the first and most musical of all the battles behind it.

Born with a Plastic Spoon

What made the song more than a clever patchwork was the lyric Townshend hung on it. “Substitute” is a catalogue of false appearances, delivered by a narrator who keeps correcting the listener’s impressions of him. “The simple things you see are all complicated,” it begins. He looks young, but he is merely well preserved. He looks pretty tall, but his heels are high. And in the most quoted line of the song, he delivers his class credentials in a single image of bathos: “I was born with a plastic spoon in my mouth.”

The plastic spoon is the key to the whole record. The silver spoon of the English class system — birth into privilege, ease, assumption — is here replaced by its cheap modern imitation: a boy from a respectable but unglamorous west London background, playing at being a pop star in a band manufactured, like every other British beat group of the moment, out of art-school ambition and borrowed American music. Townshend has said he wrote the song about an identity crisis, and the lyric is precisely that: a young man listing the ways in which he is not the genuine article, in a voice so confident that the confession sounds like a threat.

One line went further than the others, and it would cause trouble across the Atlantic: “I look all white but my dad was black.” In the context of the song’s argument — nothing about me is what it seems — it is the ultimate unreliable-narrator flourish, a claim about hidden identity offered by a singer who has just spent two verses establishing that everything he says about himself is a correction of a lie. In Britain it passed as part of the song’s game of mirrors. In America, as we shall see, the record company decided the mirror needed to be taken down altogether.

The theme was perfectly pitched to the audience that had made The Who. The band’s constituency was the mods — a youth culture built, with extraordinary seriousness, on presentation: the right suit, the right scooter, the right records, an identity assembled from chosen surfaces. A song whose narrator calmly itemises the ways in which he is an assembled surface himself was not an insult to that audience; it was a mirror held up by the one band in Britain positioned to know. The mod groups were all, in a sense, substitutes — Shepherd’s Bush and Acton boys standing in for the American R&B singers they worshipped, in clothes copied from Italian films. “Substitute” is the sound of the best of those groups admitting it, at full volume, and daring anyone to enjoy it less for the admission.

The Contract They Had to Escape

To understand why “Substitute” arrived in the world trailing lawyers, you have to understand the deal The Who were trapped in. In 1965 the band had signed not to a record company but to a man: Shel Talmy, the American producer behind the Kinks’ early hits, who signed them to his production company and licensed their recordings to Brunswick Records in Britain and Decca in America. There is a rich irony in how the relationship began, because The Who had courted Talmy by imitation: Townshend had written “I Can’t Explain” deliberately in the style of the Kinks precisely to attract the Kinks’ producer. A band that got its break by sounding like somebody else was now signed to the man it had impersonated its way toward — and he owned the tapes.

Talmy produced the singles that made them — the run that culminated in “My Generation” and the album of the same name — and by the standards of the day the arrangement was unremarkable. By the standards of the band’s managers, it was a cage. The Who’s earnings from their records were meagre, and Talmy, as the owner of the production company, held the master tapes. The producer and Kit Lambert also clashed personally and professionally, and by the turn of 1966 the relationship had curdled beyond repair: Lambert effectively dismissed Talmy, and the band’s camp set about the far harder task of making the dismissal legal.

Kit Lambert and Chris Stamp, the band’s young managers, spent the winter of 1965–66 looking for the exit. In February 1966 Stamp flew to New York and sought help from Sir Edward Lewis, the chairman of Decca, in breaking the Talmy contract; Lewis refused. Undeterred, Stamp made a separate deal with Atlantic Records to release The Who in America on its Atco subsidiary, then telephoned Lambert with the instruction to break the Talmy contract and find a new label at home. The home they found was Reaction Records, the new independent label run by Robert Stigwood — who was already the band’s booking agent — with pressing and distribution through Polydor, which was eager to establish itself among Britain’s major labels.

The escape plan had a musical component. The next Who single under the old regime was to have been “Circles”, a Townshend song Talmy had produced. Instead, the band went into Olympic Studios in Barnes, London, on their own account and recorded a defiant replacement package: a re-recording of the disputed song under its other title, and a brand-new Townshend composition to lead with. The composition was “Substitute”. The Who were about to release a single about being second-best as their declaration of independence. It was almost too appropriate.

Olympic Studios: The Band Produces Itself

“Substitute” was recorded on 12 February 1966 at Olympic Sound Studios, produced not by Talmy but by the band themselves — the label copy would credit production to The Who, with Townshend effectively in charge. “Circles”, the song destined to cause all the trouble, had been recorded at the same studio the previous month. The sessions were the sound of a group seizing the means of production in the most literal sense available to them: if they were going to be sued, they would at least be sued for records they had made themselves.

The record they made is one of the purest distillations of the early Who. It opens with strummed acoustic guitar — Townshend playing a twelve-string acoustic, the first time he had done so on a Who single — before the full band detonates behind him. Roger Daltrey sings with a snarl he was still perfecting, Townshend adds needling backing vocals, Keith Moon drums like a man defusing something, and underneath everything John Entwistle’s bass plays its customary role as a second lead instrument, prowling and assertive. At 3:47 in its full British form, the record is longer and looser than the two-minute blasts the band had been making under Talmy, and it sounds like a group stretching its limbs in its own studio time.

The trade papers heard the energy without knowing the circumstances. Cash Box described it as a pulsating, fast-moving, blues-drenched record about a man miserable because he is only a stand-in for the fellow his girl really wants. Record World heard a “gritty folknroll sound”. Nobody in the press yet knew that the single’s release, four days into March, was the opening shot of a war that would consume the band’s entire spring.

Four Days of Freedom

Reaction released “Substitute”, backed with “Circles”, on 4 March 1966, and for a few days the escape looked clean. The single entered the British charts on 10 March and began to climb. But the old regime answered almost immediately, and with a wit that cannot have been deliberate. Within days of the Reaction release — three days later, by one detailed chronology of the period — Brunswick put out a single of its own from the tapes it controlled: “A Legal Matter”, a Townshend song whose title suddenly read like a headline about its performers. The Who now had two singles in the market at once, on rival labels, only one of which they had authorised — and the unauthorised one was advertising the dispute in its name.

Then the legal machinery proper engaged. The problem was the B-side. The song on the back of “Substitute” existed in two identities: Talmy had produced it under the title “Instant Party”, and the band had re-recorded it at Olympic as “Circles”. As the official Who discography drily summarises the gambit, the two were the same song, and the band’s version had been re-recorded “in a vain attempt to hoodwink Shel Talmy”. Talmy was not hoodwinked. On 8 March 1966 — four days after the single’s release — he went to the High Court and obtained an interim injunction, claiming copyright infringement. By 12 March the fight was the cover story of Melody Maker: Pete and the battle of the Who singles. The injunction was extended to 18 March, and Talmy’s company, Orbit Music, was required to put up $10,000 as security against the possibility that his case had no merit. But for the moment, the B-side of The Who’s new single was legally radioactive, and Reaction had a hit record it could no longer manufacture in its current form.

The B-Side War

What followed was a fortnight of discographical chaos unmatched in the band’s career — “Substitute” was issued three times with three different B-sides, and collectors have been untangling the pressings ever since. The first pressing carried “Circles”. Then Reaction attempted a feint: copies were issued with the B-side relabelled “Instant Party” — the same disputed song wearing its other title — in an effort to slip the record past the injunction. It did not work. The legal position hardened into a simple prohibition: the song could not be used at all. Reaction, by the contemporary chronology, was left sitting on some 40,000 copies of a chart-climbing single it could not sell.

Talmy, meanwhile, fought with product as well as process. He still held his own recording of the disputed song, made with the band under the old regime, and he made his point in the marketplace: his version of “Instant Party” was released as the B-side of Brunswick’s spoiler single “A Legal Matter”. So for a few weeks in March 1966, British record shops contained two new Who singles on rival labels, and the contested flipside existed in two competing recordings by the same band — one on the back of the single the band had authorised, one on the back of the single it had not. The song at the centre of a copyright war was, fittingly, a song with two titles and two masters, claimed by two camps: a substitute, in duplicate.

The solution, arrived at for the reissue of 15 March, is one of the great jokes in the history of the 45 rpm record. The new B-side was an instrumental called “Waltz for a Pig”, credited to “The Who Orchestra”. There was no Who Orchestra. The track was performed by the Graham Bond Organisation — fellow Stigwood clients, and one of the most respected British R&B bands of the day — and it had been written by their drummer, a pre-Cream Ginger Baker, under the pseudonym “Harry Butcher”. The title was the message: the waltz was for the pig, and everyone in the small world of the London music business knew exactly which pig was meant. It remains the only Who single ever issued with a flipside not performed by The Who — a B-side chosen, in effect, as an insult set to music.

Consider what the episode says about the balance of power in the British record business of 1966. A group could have a Top 5-bound single in the shops, the press on its side and the public buying — and a former producer with a contract and a good lawyer could still reach into the pressing plant and change what was on the back of the record. The Who’s response was to turn the humiliation into a punchline and keep the A-side in the charts by any means available. “Substitute” climbed to No. 5 regardless. But the war was only beginning, and its next phase would be far more expensive than a B-side.

The Price of Freedom

The legal battle did not end with the injunction. It metastasised into a prolonged court fight that, by the standard histories of the band, effectively prevented The Who from releasing new material for more than five months — an eternity for a British beat group in 1966, when careers were measured in chart weeks and a season’s silence could be fatal. The band that had begun the year as one of the most exciting live and recording acts in the country spent the spring and summer as litigants. Money, never plentiful for the three members who were not the songwriter, grew tighter, and the momentum built by “My Generation” and “Substitute” bled away in solicitors’ offices.

Freedom, when it came in August 1966, was bought. Talmy sued for breach of contract and won, and the out-of-court settlement that finally released the band carried a millstone they would drag for years: Talmy was to receive royalties on The Who’s records — five per cent of everything, by the detailed accounts — for the following five years. Townshend, looking back on the sequence, compressed it into two sentences that carry the whole grievance: “The record charted quickly. Shel responded by bringing legal action against Stigwood’s distributor, Polydor, and providing a legal affidavit claiming that he deserved the lion’s share of the royalties.” Every record the reborn, independent Who made into the early 1970s paid a tribute to the producer they had sacked. And the settlement had a longer shadow still. Talmy retained the master tapes of the My Generation album, and the resulting dispute over those tapes prevented a proper reissue of the band’s debut album for decades — it was not until 2002 that the matter was finally settled in Talmy’s favour and the album was remixed by Talmy himself for re-release. A fight over a B-side in March 1966 was still shaping what the public could buy of The Who thirty-six years later.

It is worth standing back and counting the cost of “Substitute”. One producer dismissed, one injunction, three B-sides, roughly 40,000 unsellable records, five months of enforced silence, five years of override royalties, and a debut album locked in a vault for a generation. Against that ledger, the song’s British chart peak of No. 5 looks almost incidental. The record’s real achievement in 1966 was not its chart position. It was that it existed at all — and that the band survived publishing it.

America Edits the Lyric

America received “Substitute” in April 1966, on Atco — the Atlantic subsidiary whose roster was steeped in the soul music the song had been written to honour — and America received it in a form its makers had not quite intended. The American single used a different vocal take, and the difference was surgical: the line “I look all white but my dad was black” was removed and replaced with the innocuous “I try walking forward but my feet walk back”. Along with the substitution — the word is unavoidable — the complete second verse and chorus were cut, reducing the record from 3:47 to 2:59. The United States thus got a shorter, safer “Substitute”: a substitute, one might say, for “Substitute”.

The edit tells its own story about the America of 1966. A British group’s playful line about hidden racial identity — a line that in context is one more of the narrator’s unreliable boasts — was judged too volatile for American radio and retail, and the machinery of the record business quietly rewrote the singer’s ancestry before putting him on sale. There was a further irony in where the censored record appeared: Atco was a label steeped in Black American music, home to artists such as Mary Wells, Ben E. King and King Curtis, and “Substitute” remains the only single The Who ever issued on it. The homage to Motown was released in America by a soul label, in a version from which the song’s one line about race had been cut. The sanitised version did not succeed anyway: neither the original Atco pressing nor its later reissue managed to chart in the United States. The Who’s American breakthrough would have to wait for the stage, and for the following summer. But the censored edit survived in the catalogue as a fossil of the moment — the only version of a Who classic in which the band’s own record company decided that the song about being a fake was itself too real.

“Our First Number Four”

In Britain, at least, the numbers needed no editing. “Substitute” peaked at No. 5 — the band’s biggest hit to that point after “My Generation” — and it performed across Europe with the strength of a record escaping a siege: No. 2 on one Dutch chart and No. 3 on the other, No. 3 in New Zealand, No. 13 in West Germany, No. 17 in Belgium and No. 29 in Finland. For a single whose manufacturer had been forbidden to press its B-side in the middle of its chart run, those figures amount to something close to a jailbreak — the A-side simply refused to be stopped by the legal machinery grinding away behind it. In 1971 it was gathered onto Meaty Beaty Big and Bouncy, the band’s early-singles compilation, where for a generation of later fans it stood as the representative artefact of the mod-era Who: all strummed twelve-string, bass-as-lead-guitar and lyrical sleight of hand.

Townshend, characteristically, could not leave the achievement un-punctured. On the Live at Leeds album, recorded in February 1970, he introduces the song with a piece of stage patter that has become nearly as famous as the record: “We’d like to play three hit singles from our past for ya. Three selected hit singles, the three easiest. There’s ‘Substitute’, which we like. Thank you. That was our first number four.” The crowd laughs, because the joke is double-edged: the song had actually peaked at No. 5, and Townshend’s generous rounding-up is delivered with the air of a man inflating a CV he knows everyone can check. It is the song’s theme — making do, passing off, being nearly the thing — turned into a one-line autobiography of the band performing it.

The Song That Opened the Shows

If the charts gave “Substitute” its rank, the stage gave it its job. In June 1967 The Who made their American breakthrough appearance at the Monterey Pop Festival — the performance, ending in smashed instruments, that announced them to the United States in a single weekend — and they opened that set with “Substitute”: the song chosen to introduce the band to the most important audience of their lives was the defiant little single from the lawsuit spring. Four years later the arrangement became permanent. Since 1971, “Substitute” and “I Can’t Explain” have served as The Who’s opening numbers, the twin calling cards with which one of the greatest live acts in rock history has started its evenings for over half a century.

The recorded evidence of what that meant in practice is on Live at Leeds and the Live at the Isle of Wight Festival 1970 album, where the song appears not as a nostalgic revival but as a working part of the most ferocious live repertoire of its era — two and a half minutes of mod pop played with the force of the band that had just made Tommy. At the Isle of Wight in August 1970, before a crowd estimated in the hundreds of thousands, The Who slotted “Substitute” in among the early hits that prefaced the Tommy performance, and the surviving film shows a song being played not as heritage but as ordnance: the sound of a band demonstrating that its oldest material could hit as hard as its newest. A song written as a spoof and a homage, fought over by lawyers and issued with three different B-sides, had become load-bearing: the first thing The Who played, everywhere, for decades.

Punk Takes the Substitute

A decade after its release, “Substitute” returned to the UK Top 10 under its own power: reissued by Polydor in the autumn of 1976, on 7-inch and on the then-novel 12-inch format, as a tie-in with The Story of The Who compilation — this time backed with “I’m a Boy” and “Pictures of Lily”, giving the 45, at last, a B-side situation involving nobody’s lawyers — it climbed to No. 7, two places higher than its original peak. The timing was pointed. Britain in 1976 was in the first blast of punk, and punk had already adopted the song as scripture. The Sex Pistols recorded “Substitute” for their film project The Great Rock ’n’ Roll Swindle, claiming the mod anthem for the movement that claimed the mod era as its own ancestry.

The adoption was completed in 1993, when the Ramones — the band that had turned the three-minute single into punk’s founding form — covered “Substitute” on Acid Eaters, their album of 1960s favourites. Then the story produced its most perfect footnote. Townshend was in New York fine-tuning the Broadway stage production of Tommy when he heard the Ramones were recording his song, and he came down to the studio and sang backing vocals on it. Joey Ramone, who had idolised The Who since their first American visits, later recalled the day with undisguised awe: “For ‘Substitute’, Pete Townshend came down and sang background vocals, which was a real highlight for me, because I was always a big Who fan from the first time they came to America, and Townshend had always been kind of an unseen mentor for me.” He added: “He heard we were doing the song, he came down, heard the track and got all excited. He did a great job, he was really into it. I was very nervous, because the day he came down was the day I was laying down my lead vocal for the song. I had never met him before.” The songwriter of a song about being a stand-in had turned up, unannounced, to stand in somebody else’s record — as the backing singer.

Why It Endures

The critical verdict has long since settled. Pitchfork, ranking the 200 greatest songs of the 1960s in 2006, placed “Substitute” at No. 91. Paste put it at No. 13 on its list of the twenty greatest Who songs, and in 2022 Rolling Stone ranked it No. 11 among the band’s fifty greatest. The catalogue industry ratified the verdict: when the band’s career was summarised on The Who Hits 50! in 2014, “Substitute” stood in the track listing alongside the anthems from the operas and the stadiums — the little lawsuit single of 1966, present on merit among the monuments. Those placings rest on the record’s surface virtues, which are real enough: the twelve-string strum, the bass line that behaves like a second song running underneath the first, a lyric in which every line corrects the line before it. But “Substitute” endures for a reason beyond its construction. It is the rare pop song whose history is its meaning. A song about a man who is not the real thing was released as an act of rebellion by a band that was not, contractually, free to be itself; it was censored in America into an imitation of itself; it was sold with another band’s music on its back, under a fake name, as a joke at a producer’s expense; and it was finally reclaimed, a generation later, with its author harmonising happily inside a punk band’s copy of it.

Every act in the music business of 1966 tried to substitute something for “Substitute” — a different B-side, a different lyric, a different label, a different band on the flipside — and the song absorbed every one of the substitutions and kept its name. Rolling Stone, ranking it among the band’s greatest in 2022, praised it as close to “one of the most perfect three minutes in rock”, from its opening acoustic strum to John Entwistle’s stomping bass line — a judgement made with no reference to the lawyers, the injunctions or the waltzing pig, which is perhaps the final proof of the song’s victory: it no longer needs its astonishing history to justify itself, even though the history and the song say exactly the same thing. Townshend wrote it as a spoof and an homage and called its riff stolen. He was right about all of it, and it made no difference. Sixty years on, the stand-in is the standard: the record by which a certain kind of British pop song — bright, brutal, funny and wounded all at once — is still measured.