Lillie

Lillie artwork created by Dave McKean for the Freak Show Graphic Novel, 1992

***Lillie*** is the eighth track from The Residents' eighteenth studio album, *Freak Show*. Unlike the rest of the tracks from the album, *Lillie* is not about a circus performer. It is instead about a recurring audience member that the performers consider the greatest freak of all.

## Background

### Writing & Recording

As much of The Residents' Freak Show is inspired by how the group felt on tour, Lillie might showcase how The Residents see their audience. A demo version of the song features the lyrics 'All of tha freaks are not inside the tents Some sit around and listen to The Residents.'

The earliest demos for the song were released on the 2021 Freak Show pREServed edition, with the first being 'Rough Mix 13,' recorded between July - October of 1990, following their spring 1990 jam sessions. Rough Mix 13 contains only a brief part of the song, with the intro resembling Lillie's internal monologue. The 'Pony Rink' demos feature five early versions of Lillie, Parts 1, 3, 4, 11, and 20. Pony Rink 1 is an extended early take on the song's intro, 3 is the Freaks' monologues, 4 is the chorus' second verse, "*She's the one who freaks the freaks out"*, etc... Part 11 resembles that percussive section of that same segment and Part 20 is Lillie's monologue.

A minute-long vocal demo was released in 1991 on the Daydream B-Liver rarities collection, titled '*All Tha Freaks,*' featuring The Singing Resident performing alternative lyrics to the chorus' first segment.

The song's final version, at seven minutes long, is an epic drama in the same vein as the songs of Not Available; a lengthy suite with shifting melodies, multiple characters, a singing chorus and vague poetic language.

### Plot

The song begins with spoken word lines by characters who have appeared throughout the album, including Tex, the ringleader; Jack, The Boneless Boy, and Wanda, the Worm Woman, talking to each other about the weirdos they saw within the audience. But their discussion is halted after Benny (the bouncing bump) mentions Lillie. A woman who appears at every show, dressed in pure white, with cream covering her face. The chorus declares '*She's the one who freaks the freaks out*.'

We soon hear Lillie's internal monologue as she rambles incoherently about a spot on her glove and a man who hated her. But out of spite, she declares to be indifferent. She attempts to calm herself with thoughts of her favorite color, white, but negativity fills her mind, and she repeats something he said to her before screaming '*make me dirty.*' The chorus begs for someone to reach out and touch her soiled soul.

### Legacy

Being a member of the audience instead of an attraction, Lillie is rarely included in adaptions of Freak Show, only appearing in the 1992 comic book. Her segment in the comic was created by artist Dave McKean, best known for his surrealist yet detailed painted art style. The art for Lillie is vague, almost like an ink blot at times. It follows the inner monologues of one of the performers seeing Lillie in the audience, who is portrayed here as a formless white spirit. The following year The Cryptic Corporation included a short edit of the song in the '*Uncle Willie's Highly Opinionated Guide To The Residents*' remix album, and a year later, The Cryptic Corporation included it, along with the rest of Freak Show, on the *In Memoriam Torso* box set.

Lillie was also intended for inclusion on the unfinished 2004 Freak Show DVD, with new audio lines for her revealed as part of Big Brother's winter '08 live streams. These streams also revealed a yet unreleased 5-minute-long instrumental demo.

The Residents only reworked the song once; creating an abridged version for their Talking Light tour, where it was performed as the last song of the main set. This version cuts out the song's first minute, starting instead with *'All the freaks are not inside the tents.'* Since the theme of Talking Light is ghosts and spirits, this version implies that Lillie is one of the two.

Randy Rose, performing a concert with Uz Jsme Doma as his backing band, performed the entire unabridged song on October 20th, 2010, at the Moravian Meeting concert.

## Lyrics

```
Tex: I saw a woman chewing with nothing in her mouth;
Her teeth were in her hands and her tongue was hanging out;

```

```
And then she started drooling and caught it in a cup,
The cup was full of pennies; it spilled when she got up.

```

```
Jack: Some guy is in the shadows grabbing empty air;
He could be catching butterflies if there were any there.

```

```
*Chorus*: All the freaks are not inside the tents
Some pay to come and be in the audience.

```

```
Wanda: I saw a great big guy who had a little gun;
He pulled it out and smiled and then he sucked his thumb
His wife was standing by with a leather leash
Fastened to a child who cried beside their feet.

```

```
Benny: The scary one is back with clothes so white and clean;
And her face that's coated with a quarter inch of cream... cold cream

```

```
Chorus: *She's the one who freaks the freaks out*
Lillie little Lille, Lillie little Lillie, Lillie chilling Lillie
Lillie with her white face.
Delicate Lillie is stainless lonely and
She is too white
Like a face in a flashlight with teeth that might bite
(She is too white)
Like dice rolling snake eyes in headlights at night
(She is too white)
Like a corpse in the sunshine or eyes in a fight

```

```
Lillie: There's a spot a spot on my glove on my glove I know, no no maybe it was make em runny make em runny honey... doilies? doilies... where have all the doilies gone...
Roses will whither and die
Along with the lace and the lies
Nothing is nicer than death
At matching the bad and the best
Heh heh... he hated me he hated me and hate is white and hate is hot but I'll not even have disdain for him not even a stain on a memory looked up to, lacking all respect for him I'm blacking out the specks of decent thoughts that linger in me and leave only white white peaceful white calm white swans silently flying in the snow look down and see the bleached bones of a noble knight who died trying to save his lady his lovely white lady who brought her man milk in the moonlight but it was too late too late too late he said-

```

```
Scratch out all the pin holes
Open up the sores
Don't look out the window
Hatred's at the door.
Scratch out the pin holes
Open up the sores
Don't look out the window
White hatred's at the door.
Scratch out the pin holes

```

```
And he tried to make me dirty make me dirty make me dirty!
Chorus: *Touch her someone*
Touch her someone

```

```
*Reach out to her*
Touch her soiled soul.

```

### Alternate Lyrics

***All Tha' Freaks***

```
All of tha freaks are not inside the tents
Some sit around and listen to The Residents

```

***Talking Light***

```
She's the one who freaks the freaks out...

```

```
Lillie, Little Lille, Lillie little Lillie. Lillie, chilling Lillie
Lillie, with her white face.
Delicate Lillie is stainless-ly lonely and
(She is too white)
Like a face in a flashlight with teeth that might bite
(She is too white)
Like dice rolling snake eyes in headlights at night
(She is too white)
Like a corpse in the sunshine or eyes in a fight

```

```
There's a spot- a spot on my glove on my glove I know, no no maybe it was make em runny... make em runny honey... doilies? doilies... where have all the doilies gone...
Roses will whither and die
Along with the lace and the lies
Nothing is nicer than death
At matching the bad and the best
Heh heh... he hated me he hated me and hate is white and hate is hot but I'll not even have disdain for him not even a stain on a memory looked up to, lacking all respect for him I'm blacking out the specks of decent thoughts that linger in me and leave only white white peaceful white calm white swans silently flying in the snow look down and see the bleached bones of a noble knight who died trying to save his lady his lovely white lady who brought her man milk in the moonlight but it was too late too late too late he said-

```

```
**Scratch out all the pin holes**
Open up the sores
Don't look out the window
Hatred's at the door.
Scratch out the pin holes
Open up the sores
Don't look out the window
White hatred's at the door.
Scratch out the pin holes

```

```
Make me dirty make me dirty make me dirty!
*(Touch her someone*
Touch her someone
*Reach out to her*
*Touch her soiled soul.)*

```

## Story

> *After the show the members of the freak show family love to make fun of what they consider the real freaks - the people in the audience who stared and pointed but who were obviously stranger than anybody on stage. But no matter how many odd characters they found to laugh at, conversation always came back to Lillie. The freaks were all afraid of the spooky character who followed the show from town to town and who was always dressed entirely in white. Lillie never said a word but somehow created a palpable fear that even eye contact might be enough to draw one into the whirlpool of madness behind her facade of softness and purity.*
>
>

## Credits

* Written and performed by The Residents
* 'Lillie' portrayed by Diana Alden Lang
* Produced by The Cryptic Corporation
* Featuring Laurie Amat & Tony Janssen
* Mixed by Tony Janssen and The Residents
* Mastered by John Acoca, Rocket Lab S.F

## Appearances

* Freak Show (1990)
* Daydream B Liver (1991)
* Uncle Willie's Highly Opinionated Guide To The Residents (1993)
* In Memoriam Torso (1994)
* UWEB Box Set (1995)
* Talking Light Live In Rehearsal, Santa Cruz, California (2010)
* Talking Light downloads (2010-2011)
* Moravian Meeting (2020)
* Freak Show pREServed (2021)

## Versions

1. ↑ 1.0 1.1 1.2 Clementina Street studio recording, 1990 (7:02)
2. ↑ 2.0 2.1 2.2 '*All Tha Freaks*' demo version, 1990 (1:04)
3. ↑ Clementina Street studio recording edit, 1993 (1:25)
4. ↑ Cole Street Studio Rehearsal, January 20th 2010 (6:04)
5. ↑ Talking Light live versions, Jan 2010 - April 2011 (6 minutes)
6. ↑ Randy Rose & Už Jsme Doma live version, October 20th, 2010 (7:53)
7. ↑ '*Rough Mix 13*' demo, 1990 (1:48)
8. ↑ '*Pony Rink 1*' demo, 1990 (0:44)
9. ↑ '*Pony Rink 3*' demo, 1990 (2:54)
10. ↑ '*Pony Rink 4*' demo, 1990 (2:22)
11. ↑ '*Pony Rink 11*' demo, 1990 (1:54)
12. ↑ '*Pony Rink 20*' demo, 1990 (2:32)

## See Also

* Freak Show (Graphic Novel)
* Freak Show (Album)
* Daydream B-Liver