YOKO – FLY (1971)

rYoko Ono: Fly (1971)

By Madeline Bocaro 

© Madeline Bocaro, 2019. No part of this site may be reproduced in whole or in part in any manner without the permission of the copyright owner.

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The double album Fly – released September 20, 1971 in the UK (October in the USA) – was the follow-up to Yoko’s debut (Yoko Ono Plastic Ono Band). Parts of Fly were recorded around the same time as John’s album, Imagine which was released a few weeks prior. Both albums, on Apple Records were recorded at Abbey Road and also at John and Yoko’s home studio at Ascot (UK). Fly was completed at Record Plant (New York).

The gatefold album’s cover features a distorted double-exposed Polaroid photo of Yoko’s face taken by John Lennon through a glass vase, which makes her look like she is crying. The photo was taken at George Maciunas’ dumpling party at the Fluxhouse Cooperative**. Several goodies came in the album package, including a cool full-sized poster by Raeanne Rubenstein, and a postcard (A Hole to See the Sky Through) to order Yoko’s book Grapefruit. These items are particularly charming in miniature when later released as a CD mini album in Japan.

Just as Yoko inspired John to experiment, Lennon instilled something in Ono that would drastically transform her amorphous music – a beat. Beginning with the seventeen-minute long ‘Mind Train’ and ‘Midsummer New York’, Yoko began writing structured songs with evocative lyrics in a more conventional framework.

“You see, I was doing music of the mind – no sound at all, and everybody sitting around just imagining sounds… But I felt stifled even with that, I was dying to scream, to go back to my voice. And I came to a point where I believed that the idea of avant-garde purity was just as stifling as just doing a rock beat over and over.”

– Yoko to Jonathan Cott – Yoko Ono and Her Sixteen-Track Voice

Rolling Stone March 18, 1971

The rocker ‘Midsummer New York’ was Yoko’s take on Elvis Presley’s ‘Heartbreak Hotel’.

“‘Midsummer New York’ is about the deep insecurity that I have in me that I associate with my life in New York before I met John…I always wanted to make a song that uses the word ‘shaking’ with a double meaning, as I discovered the use of the word in rock in 1968.”
– Yoko Ono *

The prototype for ‘Midsummer New York’ is a very cool unreleased track, ‘Slow Blues’ recorded during the sessions for Yoko’s debut album, Yoko Ono Plastic Ono Band (1970).

A Japan-only bonus track ‘‘Midsummer New York’ appears on Yoko’s 2018 album Warzone!! As I suspected, it is not a re-working of the song, but a 1971 alternate take from the Fly album sessions! It’s  also a fantastic vocal, in her own inimitable style – but you can hear her say at the end, “OK, it was barely good.” You can also hear John chattering in the background at the end.

Listen here: https://www.youtube.com/watch?v=QU39vjVlx_I

The epic album version of ‘Mind Train’ is a nearly 17-minute long jam, taking us off the rails to places we’ve never been before! Yoko’s train journey predates Kraftwerk’s clanging ‘Trans Europe Express’ by five years. The players are; John Lennon – guitar, Klaus Voormann – bass, Jim Keltner – drums, and Chris Osborne on dobro.

At her Concert for Japan (March 29, 2011) Yoko introduced the song with an anecdote. “‘Mind Train’ was about 16 minutes long. John insisted on playing it for an unnamed famous musician.” Yoko expressed her regret of having this person endure the whole 16 minutes. Hopefully, it was someone who was well deserving of the wrath of Yoko and wish that it could have been myself instead. After all, one man’s pain is another’s pleasure!

(I later realized that Yoko was referring to the time that she and John played ‘Mind Train’ for Bob Dylan at the Isle of Wight in August 1969. Consider how preposterous and hilarious this is – the prolific poet of rock ‘n’ roll politely listening to something so lyrically abstract and lengthy!! I have much more respect for Dylan now!)

A punk/funk chugging, plodding beat merges with free-form instrumentation and vocals. It was once described as Can doing ‘The Loco-Motion’. (It bears similarity to Can’s 18-minute long track ‘Halleluwah’ on their album Tago Mago, also released in 1971). The reggae rhythm picks up speed toward the end, becoming a total freak-out – especially enthralling when Yoko performs the song live!

Yoko’s somewhat spoken lyrics on ‘Mind Train’ alternate with her trademark wordless utterances. The lyrics are dark at times, repeating, “I thought of killing that man” as if the singer is taking a train ride to alleviate or misdirect anger. The train is conceptual, as Yoko also repeats in a verbal beat, ‘Dub-dub train ploughs through my mind.’
Another recurring line is, “33 windows shining…” In Japan, the number 33 signifies misfortune – it translates as, ‘SAR-ZAN’, which also means “misfortune without a way out”. The Tibetan Book of the Dead has 33 heavens. In Buddhism, the number 33 reflects the interface of the familiar world with a higher spiritual realm. In Chinese and Japanese Buddhism, the sacred goddess Kuan Yin assumes 33 appearances and undergoes 33 transformations in 33 holy places. She aids souls in reaching nirvana.

Yoko’s early artwork Morning Piece consisted of 33 broken pieces of glass for sale.

The number 33 also appears in the lyrics to Yoko’s song ‘Extension 33’ on her 1981 album Season of Glass:

Living at the Y, extension 33…
Living at the Y, 33 years…
Living at the y, in 33 rooms

(Listen to ‘Mind Train’ and some live versions at the bottom of this story – below all the photos).


‘Don’t Worry Kyoko (Mummys Only Looking For a Hand in the Snow)’:

The opening guitar riff to The Everly Brothers’ ‘Wake Up Little Susie was copped by John and repeated by himself and Eric Clapton throughout Yoko’s song ‘Don’t Worry Kyoko’. This incredible rocking free-form desperate plea from a mother to her young daughter (kidnapped by Yoko’s ex-husband) was called ‘Mum’s Only Looking for Her Hand in the Snow’. It was first recorded at London’s Queen Charlotte’s Hospital with John on acoustic guitar while Yoko was pregnant with John’s child. She later miscarried.  The demo was released by Aspen magazine, then on Ryko’s 1997 CD issue of John and Yoko’s Wedding Album.

Yoko mailed the record to Kyoko. It was auctioned via Christies in 2003 by Kyoko’s father, Tony Cox (Sale 9368, Lot 177 Estimate: £8,000-12,000). Description: Acetate of Ono’s song ‘Don’t Worry Kyoko’, recorded (as her handwritten annotation explains) while she was in hospital in late 1968, recovering from a miscarriage. Set to a different Lennon country-blues guitar riff than he played on the finished record, this acoustic rendition was recorded solely for Kyoko’s ears. The record is accompanied by a moving letter from mother to daughter, explaining that she wrote the song to prove she hadn’t forgotten Kyoko during their recent months apart.

This funky blues is always amazing to hear live. It was first performed at the Toronto Rock and Roll Revival festival in September 1969. John introduced the performance;  “Now Yoko’s gonna do her thing all over you.” It can be seen in D.A. Pennebaker’s documentary film of the festival, Sweet Toronto. The live audio was mixed at Abbey Road studios and released on the concert album, Live Peace in Toronto. The band included Eric Clapton, Klaus Voormann on bass and drummer Alan White

‘DWK’ was recorded at London’s Lansdown Studios with Lennon on rhythm and Eric Clapton on lead guitar and Ringo on drums. Yoko’s DWK vocals were John’s inspiration for his raw performance of their single, ‘Cold Turkey’ in October 1969.  The studio version of ‘Don’t Worry Kyoko’ was on the b-side. Both sides of the single’s label instruct, ‘PLAY LOUD’.

“John is the first person I met who knows how to be free, and that is why he plays such an important role in all of my pieces… Most of the pieces in this album are centered around a dialogue between my voice and John’s guitar. John and I crawl, roll and fly together. John brought in musicians that are fine samurais. John, as a rhythm guitarist, leads the rhythm track. He pushes them, drops them, chased them and frees them. He makes it easy for them to fly with me.”

– Yoko Ono, Notes on Fly, written at the Regency Hotel, New York City, Fall 1971

A killer live version of DWK is included on John & Yoko’s Sometime in New York City album (1972) on a live jam bonus disc. It was the first live performance of the Plastic Ono Supergroup – Dec. 15th 1969 at the Lyceum, London (my favorite music of ALL TIME). This stunning performance of DWK was allegedly 40 minutes long, edited to 15 minutes on the album.

See my Story: John & Yoko / Plastic Ono Supergroup Live at The Lyceum, London


Another wonderful performance of DWK was at the One to One concert at New York City’s Madison Square Garden (August 30, 1972).


In February 2010, Eric Clapton reprised his slide guitar part for the first time in 40 years on DWK (they also performed ‘Yer Blues’!) at Yoko’s 77th birthday concert in the re-formed Plastic Ono Band, with Sean on rhythm guitar. Joining them were Klaus Voormann and Jim Keltner!

My review: We Are Plastic Ono Band – Live in Brooklyn –  February 18, 2010


Watch: https://www.youtube.com/watch?v=qzyXHAqiJaM&feature=youtu.b

Introducing DWK at her Bowery Ballroom concert (Sept. 15, 2013) in NYC, Yoko related the story of trying to find her daughter, “I know, I’ll write a song for her and it will be played on the radio, and she will hear it…well, probably my song wasn’t very good.”

However, her song WAS very good! After years of contempt, is now acclaimed as one of Yoko’s best musical pieces. Some of the best cover versions are by the B-52’s, The Tater Totz and Yo La Tengo.

(Yoko and her daughter Kyoko were eventually reunited in the 1994, fourteen years after John’s death.)

Other than these rockers, Fly mostly reflects Yoko’s avant-garde background. The album’s ambience is spectacular with its custom home-made instruments and strange textures. Drum machines and drones were specially made by Fluxus musician Joe Jones (an associate of composers John Cage and LaMonte Young). These atmospheric instruments were used on ‘Don’t Count the Waves’, ‘You’ and ‘Airmale’. Photos of the instruments can be seen in the album’s gatefold.

“I wanted to explore emotions and vibrations which have not been explored as yet in music. I thought of building a house on a hill which makes different sounds by the wind that goes through different windows, doors and holes… ‘Airmale’ is Yang and ‘You’ is Yin. ‘Don’t Count the Waves’ is the water that connects the two Yin and Yang islands. ‘Airmale’ expresses the delicateness of male. ‘You’ expresses the aggressiveness of female. ‘You’ has all the feminine resentment; moaning and satisfaction in it. Finally, there is just a wind blowing over a sand hill over dried white female bones, but still, with emotion. A wind created with tape feedback is what I always wanted to do – a rock number with at tape loop of feedback as a riff. But this will do for now.”

– Yoko Ono *

Yoko explained:

“The first and second sides are rock songs with a physical beat.

The third and fourth sides are songs to listen to – mind music with a mind beat.”

As much as Yoko repeats the words ‘Don’t Count the Waves’ I can’t help envisioning waves and counting them! Joe Jones’ weird percussive instruments lend an earthy ambient timbre, as Yoko’s voice reverberates and reiterates. ‘Mind Holes’ is an acoustic blues that blows through the holes in your mind like the wind, clearing out your head.

Although they do not appear on the track, Yoko did write lyrics for Mind Holes:

remember the holes

remember the holes in your mind

search for the holes

search for the holes in your feelings – memories – pain

dream of the holes


The album includes two soundtracks. ‘Airmale’ was the audio to John Lennon’s film Erection (a reverse homage to Andy Warhol’s film Sleep, which features the close-up face of a man receiving a blow job). Despite its suggestive title, Erection ironically shows a time-lapse of a building being erected. Yoko speaks the Japanese lyrics to ‘Airmale’ quietly and casually, as if talking to an intimate friend, suggestively saying. “Hey, why don’t you play with me?” These same Japanese words, ‘Nee, anta, chotto, asonde Ikanai?’ were previously uttered by Yoko on her first collaboration with John, Unfinished Music No. 1: Two Virgins in 1968.

The title track ‘Fly’ (Yoko vocalizing the part of the insect) is the soundtrack of Yoko’s film of the same name (a.k.a. Film No. 13). In the film which portrays submission of the female, a crawling fly uses the body of a naked woman as its landscape as she lies perfectly still. The track was recorded by John at the Regency Hotel in NYC in December 1970. It was the first song recorded for the album.

YokoFlyQuestion– Yoko, August 2018

Also see: Yoko Film No. 13: Fly
By Madeline Bocaro ©

On the 2017 Secretly Canadian/Chimera reissue of Fly, ‘Head Play’ medley (‘You / Airmale / Fly’ bonus track) swirls around your head like a cyclone! These wordless vocal pieces communicate much more than any language.

Why does Yoko, who speaks two languages fluently,

choose to completely evade words? BECAUSE THERE ARE NO WORDS!

“I realized that the classics, when they went from 4/4 to 4/3, lost the heartbeat. It’s as if they left the ground and lived on the 40th floor. Schoenberg and Webern – Webern’s on the top of the Empire State Building. But that’s all right. Our conceptual rhythm got complex, but we still have the body and the beat. Conceptual rhythm I carry on with my voice, which has a very complicated rhythm even in ‘Why,’ but the bass and the drum is the heartbeat. So the body and the conceptual rhythms go together. These days I’m putting a beat under everything I do.”

– To Jonathan Cott, Yoko Ono and Her Sixteen-Track Voice,
Rolling Stone March 18, 1971

‘Mrs. Lennon’ (the lyrics were written in 1969) is yet another of Yoko Ono’s haunting and eerily prescient songs that somehow induces calm amidst the sadness. John Lennon’s echoing piano, Klaus Voormann’s bass and delicate bells accompanying her somber vocals place Yoko in a ghostly realm as she contemplates her position as John’s wife and the sublimation of her own identity as an artist. The echoing lament of her vocal is chilling. Especially the line, “Half the world is always killed you know.” Yoko’s melody was the inspiration for Big Star’s song ‘Holocaust’.

“I wrote it in Ascot. Ascot life was strange! It reminded me of Citizen Kane. I’m sitting there and I see this retired colonel who was our gardener, coming from far far away in the distance, in the huge garden, just walking very slowly… and then the maid coming up and saying, ‘The colonel left these flowers for you, Mrs. Lennon.’ ‘Oh, thank you.”’Uh-huh, Mrs. Lennon! It was like that.”

– Yoko, Goldmine, November 7, 1997

In a segment from the Imagine film, John and Yoko desperately search for each other through the morning mist. Through all the strife and hell that they have gone through so far as a couple (with much more strife to come) she relents, “I guess it must be alright”. The second half of the song predicts their separation. Although we all know this very well, she says, “neither of them ever left each other”.

And our children, o’ our children
Did they have to go to war?
Yes, my love, it’s okay
Half the world is always killed you know
Husband John extended his hand
Extended his hand to his wife
And he finds, and suddenly he finds
That he has no hands
They’ve lost their bodies
They’ve lost their bodies
Yes, they lost their bodies
Neither of them, o’ neither of them
Ever left each other
Yes, my love, it’s okay
Half the world is always dying you know

‘Mrs. Lennon’  also inspired Alex Chilton’s band Big Star to write their song ‘Holocaust’ on which they lift the exact chord sequence and haunting ambiance. The demo is even more beautiful.

Big Star ‘Holocaust’

Big Star ‘Holocaust’ Demo

A gorgeous version of ‘Mrs. Lennon’ remixed by Peter Bjorn and John (Yes, I’m a Witch Too, Feb. 2016) highlights Yoko’s stunning vocals.

Listen to a sample here:

The best gift of all on the Secretly Canadian/Chimera reissue of Y.O. POB, (2016) is the previously unreleased 7+ minutes long ‘Open Your Box’ – a wild version of the B-Side of John’s ‘Power to the People single, later included on Fly as ‘Hirake’ (ひらけ) which means ‘opening’ in Japanese. There is an astonishing section on the outtake where Yoko’s voice soars, miraculously multiplying to resemble a distressed flock of angry birds.

Whenever I listen to Yoko, no matter what song it is, I’m thinking, “This is my favorite song!” My friends always say, “Oh is that the one that goes “Akkkk akkkk akkk akkk?!” I honestly must say, “YES!!!” But this version of ‘Open Your Box’ is my all-time favorite!

Here it is:

Upon release in 1969, the song was banned by BBC radio. In the original lyrics (1969), Yoko asks us to:

‘Open Your Box/trousers/skirt/legs/thighs/flies/ears/nose/mouth/cold feet/
Let’s open the cities / let’s open the world’

In a censored single version, an added echo muffled the questionable lyrics. Yoko re-recorded the replacement lyrics in March at Abbey Road Studios. ‘Trousers’, ‘skirt’, ‘legs’, and ‘thighs’ were changed to ‘houses’, ‘church’, ‘lakes’, and ‘eyes’. The song was completely censored in the USA, and a different Yoko song, ‘Touch Me’ appeared on the B-Side of ‘Power to the People’ instead. (There is also a 2001 remix by Orange Factory).


The swishing sounds on the censored single version actually sound really cool! It’s also a really nice mix.

‘Open Your Box ‘- censored single version

Yoko performed the song live on August 30, 1972 at the One to One concert in NYC. This is from the rehearsal:

Five (or possibly a few more) rare copies of the single were made for Yoko’s approval on a white label with ‘Greenfield Morning…’ on the B-Side – ‘Made specially for Yoko Ono’.

‘Telephone Piece’ ends Side Four of Fly. A phone rings six times, Yoko answers it and says ‘Hello, this is Yoko’. It is so cool that she voiced it in the language (and particular ringtone) of each country that the Fly album was released in; USA, UK and Japan.

‘Telephone Piece’ (English version) is sampled on Yoko’s song ‘Talking to the Universe’ (Rising, 1995)

Listen to all three versions here.
(In the case of the UK version, the phone ring is different. On the Japanese vinyl, Yoko answers, “Moshi moshi, Yoko desu.”)

‘Telephone Piece’ began as an instruction in Yoko’s book Grapefruit (1964).


Get a telephone that only echoes back
your voice.
Call every day and talk about many

1964 spring

Telephone Piece later evolved into an interactive museum piece at Yoko’s exhibitions. A telephone sits atop a pedestal in the middle of a Plexiglas maze (actually, her artwork called Amaze) with the instruction:

When the phone rings
Know that it’s me


(For her Dream Come True exhibit in Argentina (2016), the telephone was red, harking back to the 1960s when volatile phone communications between countries were called ‘red phone’.)

Jim Keltner described the way Yoko communicated what she wanted to hear on the album:

“There we were at the Ascot mansion and Yoko was describing to Bobby Keyes the sound that she wanted him to play with his mouthpiece out of his saxophone; which was ‘the sound of the wind rushing over the back of a frog sitting on top of the world.’ I remember thinking, I know exactly what that sound is. I got on with Yoko really well”

– Jim Keltner, imaginejohnyoko, deluxe edition


‘Midsummer New York’ – 29 September 1971 (USA) and on 29 October 1971 (UK).
The B-side was an edit of ‘Mind Train’

‘Mrs. Lennon’ was released as a single with the B-Side ‘Midsummer New York’.

‘Mind Train’ – January 20, 1972. A four-minute edit of the long album version. The single was also released in a picture sleeve and features the special Yoko/Apple label on the A-Side and the sliced apple on the B-Side.
The B-Side was another solo Ono composition, ‘Listen the Snow is Falling’, which had previously backed the single ‘Happy Xmas (War is Over)’ in America in December 1971.

Also see: Yoko Songs: ‘Listen, the Snow Is Falling’
By Madeline Bocaro ©

* Notes on Fly, written at the Regency Hotel, New York City, Fall 1971 – Yoko Ono

** Fluxhouse Cooperative 80 Wooster Street,  SoHo, NYC.

(All songs written by Yoko Ono)
Yoko Ono – vocals, claves on “Airmale” and “Don’t Count the Waves”
John Lennon – guitar, piano on “Mrs. Lennon”, organ, automated music machines on “Airmale” and “Don’t Count the Waves”
Klaus Voormann – guitar, bass guitar, bells on “Mrs. Lennon”, cymbal on “O’Wind”, percussion on “Don’t Count the Waves”
Bobby Keyes – claves on “O’Wind”
Eric Clapton – guitar on “Don’t Worry, Kyoko (Mummy’s Only Looking for Her Hand in the Snow)”
Jim Keltner – drums, tuned drum, tabla, percussion
Ringo Starr – drums on “Don’t Worry, Kyoko (Mummy’s Only Looking for Her Hand in the Snow)”
Jim Gordon – drums on “Hirake”, tabla on “O’Wind”
Chris Osborne – dobro on “Midsummer New York” and “Mind Train”
Joe Jones – automated music machines on “Airmale”, “Don’t Count the Waves” and “You”
George Marino – mastering engineer


1998 Reissue bonus tracks:
‘Between the Takes’
‘Will You Touch Me’ (Demo). This was recorded during the Fly sessions in November 1971.
A new version was made for Yoko’s album Season of Glass (1981).
The original is on the Rykodisc reissue of Fly (1998).

2017 Reissue bonus tracks:
Fly was reissued by Secretly Canadian/Chimera Music on Vinyl, CD, and for digital download in July 2017.
‘The Path’
‘Head Play (Medley: You/Airmale/Fly)’

Also see: ‘Don’t Worry Kyoko’

By Madeline Bocaro ©


 © Madeline Bocaro 2019. No part of the materials available through madelinex.com may be copied, photocopied, reproduced, translated or reduced to any electronic medium or machine-readable form, in whole or in part, without prior written consent Madeline Bocaro. Any other reproduction in any form without the permission of Madeline Bocaro is prohibited. All materials contained on this site are protected by United States copyright law and may not be reproduced, distributed, transmitted, displayed, published or broadcast without the prior written permission of Madeline Bocaro.















Listen here…
Album version

A REALLY COOL live version:
Yoko Ono & IMA – ‘Mind Train’ – live Melkweg Amsterdam Holland 25 May 1996
featuring Sean Lennon & Timo Ellis & Sam Koppelman

Live @ Concert For Japan, NYC 2011

Mind Train (Live @ Nakano Sun Plaza) Japan, 1974

(The live @ Meltdown version in 2009 is also amazing!)

Imagine film segment of ‘Mind Train’



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