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Header image courtesy of Paul Lipke (not to be used without explicit consent). Photo credit: Kevin Garrison.

By Andrew DiCecco

On November 7, 1982, at the Stabler Arena in Bethlehem, PA – the opening night of Aerosmith’s Rock in a Hard Place tour – Paul Lipke and Matt Smith would forge a lifelong friendship in a decisive moment of serendipity.

Lipke, an avid Aerosmith memorabilia collector, printed up a couple thousand business cards prior to the show that included his address, items in his collection, and a wish list, and distributed them throughout the concourse between bands.

Following the show, Lipke received two envelopes in the mail – one of which was from Harrisburg, Pennsylvania – and initiated contact with Smith.

After some wheeling and dealing, Lipke would receive a tape from Smith at random, predominantly consisting of Aerosmith and Van Halen licks, which ultimately led to an inseparable bond that Lipke would retrospectively say, “changed my life forever.”

As for Smith, the inherently gifted guitarist would find no shortage of work with the band Paris, which honed its respective chops opening for revered Maryland hard rock act KIX, primarily playing around the Harrisburg area. Eventually, Smith asked Lipke if he would tech for him when Paris played the big shows with KIX, and the rest is history.

When the band decided to bet on themselves, uproot, and embark on an arduous coast-to-coast journey in steadfast pursuit of widespread success, Smith had his best friend with him to help navigate the inevitable highs and lows that coincide with pushing all your chips in the middle of the table and unapologetically going for it.

In light of how many narratives are likely to have been lost on the proverbial cutting room floor of rock history or reduced to mere footnotes, as someone who has a profound interest in the formative period of bands, I feel it is imperative to preserve as many of these stories as possible for the next generation to discover.

Recently, Paul and I had a conversation that influenced my decision to document his time in Los Angeles, particularly with respect to his stint in the early days of Poison as their guitar tech. Poison’s origins are explored in detail in Paul’s thoughtful account, which transports readers and historians alike back to 1984 on West Hollywood’s Sunset Strip, when the vibrant band from Pennsylvania first rooted themselves in the burgeoning west coast scene.

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Andrew:
I appreciate you taking the time, Paul. Your insight, as someone who was around during the early days of Poison, is valued and something that I firmly felt warranted documentation. With that, I’d like to start by asking how you and Matt Smith met for the first time.

Paul:
Aerosmith had just put out a new album, Rock in a Hard Place, and it was the opening night of the tour. The guy who drove me to school, my brother’s friend Timmy D and I decided we would call up and see if they had any tickets left for the show that night. So we wound up leaving school early, we go down to the record shop where we bought the last pair of tickets in the place – I kid you not, we were up against the wall – as far away from the stage you can be. Up against the wall, Stabler Arena, Bethlehem, PA, I wanna say November 7, 1982. At the time, I was a junior, I was taking a graphic arts class – I’m an Aerosmith memorabilia collector – and I printed up these business cards with my address on them, stuff I was looking for, and stuff that I had to trade. I must have printed a couple thousand of them, and in between bands, I gave my buddy half, and he went in one direction around the concourse, and I went the other way. We’d just hand them out until they were all gone. There was only mail – there was no internet and all that other stuff – so, like, a week or two go by, and we get a couple of envelopes in the mail. Literally, two people replied, and were like, “We’d like to touch base with ya to collect Aerosmith memorabilia.” One of them was a letter from Pennsylvania, and I think the other one was from Maryland. But Matt was looking for something specific I had, I started a communication with him, and he asked me if I wanted to trade some stuff. He needed something really bad that I had, and he had a couple of things I needed. So, we wound up just writing, originally. This is like around the end of ‘82, beginning of ’83.

So, he sends me a tape out of the clear blue sky; just playing a bunch of licks, mostly Aerosmith, Van Halen, stuff like that. We hit it off, and he invited me out to go see Aerosmith, it was on City Island, in Harrisburg. That’s the first time I met him. I took a train to Harrisburg out of North Jersey, he picked me up at the train station, and we had to drive down to get his buddy, who was going to college somewhere in the mountains in Virginia. So, we picked this guy up, went back and got Matt’s girlfriend to and went to the show, and had a blast in the front row; KIX was opening. It was rainy and Tyler passed a bottle of Jack Daniels around, we wound up taking a swig. Tyler even spit on Matt’s girlfriend, good thing she was wearing a raincoat, I don’t think he meant to of course.

The band was Paris before it was Poison, so they were playing a lot of shows just in the Harrisburg area – maybe a couple in Maryland – but they wound up playing a lot of weekend shows with KIX. They would open for KIX. So, he would ask me if I knew anything about guitars and stuff. I said, “Yeah, I know a little bit.” He said, “Do you wanna tech for me when we do these big shows with KIX?” I said, “Yeah, but I could only come in for like the Friday and Saturday shows. But, yeah, I’ll do it.” I would cut school on a Friday and take the train from New Jersey to Harrisburg, hook up with those guys and do the show, and then take the train back to my house. This was like maybe once every other month. Then finally, they got serious about going to L.A. I was still going to school when [Matt] asked me to come to L.A. and be his tech. I remember he drove to my house, and he asked my parents, he said, “Do you mind if I take your son to Hollywood with me to do my guitars?” My dad liked him and my mom liked him, and they said, “Yeah, just be careful. That’s our son.”

Andrew:
Walk me through the events that led to the initial connection between Poison and Kim Fowley.

Paul:
What happened was, The Joe Perry Project was playing in Maryland, this was when Joe’s third CD came out with Cowboy Mach Bell as the singer. So, we’re down there waiting in line, it’s a nice day, and a truck pulls up and the door flies open in the back. Two or three guys come out, and you could see all the equipment in the truck. So, one guy comes over and says, “Anybody in line have any experience with guitars, amps, drums?” I’m looking at Matt, he’s looking at me, and he’s like, “Yeah.” He said, “Do you know anything about guitars?” I said, “Yeah, we do. He’s in a band, I’m his guitar guy.” He said, “Come with me. Our road crew is stuck up in New York.” I think one guy got busted or something, and they couldn’t get him out for bail or something, so they were down a couple of road crew guys. So, we wound up unloading the truck, setting up – I don’t even think we even met the band at the time – it was just setting up the backline and all that stuff. The sound guy says, “I’m going out to lunch. You guys wanna come since you did a good job?”

I don’t know if I said it or Matt said it, but we said, “Do you mind if you hear a tape of a band I’m/he’s in?” He said, “Nah, bring it.” So, we had the cassette in the car, and we went and got it. He’s driving us out to eat, and we’re playing this cassette for this guy – who happened to be a sound man – and he goes, “Wow, that’s pretty good. I know a guy out in California who would be interested in hearing this. Do you mind if I get a copy to send it to him?” … “Yeah, for sure.” I don’t know if it was, “Give me your address,” or “Just take that copy.” Whatever it is, he got the copy. I don’t know how we kept in touch with this guy, but long story short, Kim Fowley heard the tape and loved those guys. He got in touch with them, they worked out a thing where if they go out to California, he was looking into managing them and stuff. But I don’t know what happened after that because I wasn’t out there with them when they first went out there. The whole interest in them going out to California actually stemmed from them seeing Mötley Crüe at the US Festival, which they saw on TV.

Andrew:
Although you didn’t accompany the band in its initial trek to L.A., how did they end up there?

Paul:
They pooled all their money together. They rented a U-Haul, I know Bobby’s blue Chevette made it, and Rikki had some kind of thing. When they got into Barstow, which is a little town over the border of Nevada, one of the vehicles broke down. I remember the guys telling me that. But I didn’t go across country with them right away; I was still in school. The first person they met, ironically, when they pulled into Hollywood on Sunset Strip, was Tommy Lee’s sister, Athena. They asked her where’s a cool place to stay, so they wound up renting a couple of nights at the old Tropicana Hotel. I guess immediately after that, they started looking for a place to stay, and that’s where I wound up coming in. This place called The Havenhurst was our first place. I was there for like a calendar year and we moved three times; we would pay the first month’s rent, and the next two wouldn’t get paid and they would boot us out.

Andrew:
When not engaged with rehearsals and gigs, what did you guys do to occupy any spare time?

Paul:
Back in the early 80s, living with a rock band out in Hollywood with no supervision, one of the ways we used to pass the time was throwing water balloons.

On this particular day, I see a purple limo coming up the street and I remember thinking, “I’m putting this sucker right through that sunroof!” I say to the fellas, “Watch this one! I’m putting it through the sunroof.” As I calculate my throw, time seems to slow down, and as soon as I let it go, I’m thinking, “That has a chance.” Sure enough, right in the sunroof. A few weeks later, I hear through a friend of the band that after an MTV Awards show, Prince was talking about being hit on the way to the Awards show. He had to alter his wardrobe and tie a scarf around his waist to cover up the water spot!

Many years later, backstage at an Aerosmith show, one of the backline guys came up to me and asked, “Hey, are you the guy that hit Prince with a water balloon?” I replied, “Yes, I am“. He came over and shook my hand and hugged me, and said, “I can’t thank you enough for doing so, he’s such a prick to work for.” To which I replied, “How so?” His answer was, “Because if you fuck up, he docks your pay either $50.00 or $100.00.” So goes my encounter with Prince!

Andrew:
My understanding has always been that when it came to the legendary Sunset Strip flyer wars, Poison was in a league of its own. Did you ever have a role in that in the early days?

Paul:
Mostly, it was a group effort, even the tech/roadies would go out once in a while. I was pretty small, I mean, I’m kinda small now, but I was even smaller back then – I weighed a lot less – and I would get up on Bobby’s shoulders, usually. We’d be like way up high on the pole; we’d be the highest ones up there. Even after the shows were done, you could never get ours off of there, ‘cause it was so high. Nobody had ways to get up as high as we could. You figure [Bobby’s] almost six-foot, I’m standing on his shoulders – I’m five-something – so we were ten-feet up, easily. So, they were definitely hard to take down once we put ‘em up.

The real flyering came after I left, though. As with most things with the band, we all took turns going out. It was mostly just the guys pressing flesh with the fans and getting the word out about the next show. Poison shows at The Troubadour were where everyone wanted to be. Kids lined up on the sidewalk just to see the show, or to see and meet them pre or post-show. Wild times! I even remember signing an autograph once in a while as well.

Andrew:
What was it about those Troubadour shows that made it such a destination spot for so many people?

Paul:
The Troubadour was, at the time, a legendary place to play. You can walk a few blocks west and be in Beverly Hills. I remember my older brother and Timmy D coming out to visit and checking out a show we were playing there. We had a blast the entire week they came out. Timmy D wound up coming back out to live with us because Rikki needed a drum tech at the time; I was sort of doing both guitars and drums. Timmy now tour manages; he’s been out most recently with Lenny Kravitz and Justin Bieber, to name a few. Poison’s best shows, to me, were at The Troubadour; for years, they had the attendance record there. To think I was on the stage where Bob Dylan, Buffalo Springfield, and The Byrds performed, and Sir Elton John made his US debut; introduced by Neil Diamond, I might add. Very humbling to say the least. We also rehearsed at a place whose name I forgot; I messaged Rikki about it and neither of us could come up with it. It was owned by a guy named R.B. Greaves who had a huge hit in the 60s with a song titled “Take A Letter Maria”.

Andrew:
While I realize this is reaching into the memory bank here, do you have one gig memory that stands out to you?

Paul:
We played out in Orange County, and we didn’t go out there too often, it might have been the first or second time that I was out there. It was a wild place; I know this guy looked like Adam Ant that ran the club. I remember knockin’ on the door, and this guy was either getting a blow job or he’s doing coke or something because he looked like he just rolled out of bed. But we got there real early for soundcheck because, in L.A., you’re either three hours early or three hours late for whatever you’re trying to do. So, we decided to head out real early and got there real early, which is probably why we caught that guy off-guard. But we wound up setting up, they had a pool table way in the back, the place started opening up and they were still playing pool. I didn’t drink until after I was done working, so I was probably just drinking soda.

It was a pretty raucous crowd, and those guys kind of went full-tilt with the makeup and what have you. You know, the whole glam thing, Poison really took it to heart. They were very glam, and a couple of hard-looking guys – not biker guys, but just like weightlifter-type dudes – were like giving Matt shit in between songs about how he looked like a girl. So, I started to sense that something was going on and Matt’s gonna lose it. And sure enough, I think [Matt] spit at one of the guys after one of the songs. Then the guy came up to the stage, like trying to grab him – he’s like swinging at him – and I remember Matt swinging his guitar back at the guy and all hell broke loose, basically. I guess they had to shut the show down, it ended a little early for us, but like we were packing up our things and these guys actually came back as we are packing up to leave, looking to mix it up with us. I know in the distance you could hear cop cars coming, and they just got the better of it. They were gonna duke it out with these guys; they just left me with the equipment … “Just make sure nobody steals our shit.” We had a van at the time – an ice cream truck converted into a rock ‘n’ roll van-type thing – this guy Dan owned it and would drive us around and share his weed infrequently. I just sat in the van, watched the equipment, and made sure nobody stole nothing. But then, the cops broke up whatever was gonna happen, and the rest is history.

Andrew:
Can you recall any challenges you encountered during a gig that stood out?

Paul:
Matt only had three guitars that I had to maintain I guess you could say. He had a 1964, really beat up, left-handed maple neck [Stratocaster]; it was like a sunburst color. It was real garbage. He also had a late 70’s black Strat, left-handed, as well. Very Hendrix-like. This guy, I think his name was Rob, he liked hanging out with us. We walked into a Guitar Center out there, and he says to Matt, “Pick any guitar off the wall you want.” This blue Charvel had called out to him; at the time, it had a Floyd Rose locking tremolo, so it wouldn’t go out of tune. He wound up getting that, and that was his main guitar going forward. We retired the ‘64 Strat at that point. So, I would say, maybe the second song of that set, he broke a string. He comes over to me – of course, I have the other one tuned up and ready to go – and we do a quick switch in like two seconds. So, I’m stringing up the blue Charvel, and all of the sudden, I hear him stop playing. It didn’t sound good, so I know he broke a string on the black Strat. So, he comes back over to me, and he goes, “What are you gonna do?” I said, “Matt, I still gotta string this one up!” So, I was like going crazy trying to get this thing strung up. But finally, boom, we got done and exchanged guitars. To me, it was seamless; I don’t know what it sounded like to the crowd. This was also the show we opened for Stryper at The Country Club [Reseda, CA], where Bret wound up breaking some ribs – another show that got cut short. I remember the guys from Stryper coming into the dressing room and kneeling down and saying a group prayer for Bret; they were and probably still are vested in their Christian values.

Andrew:
What were the origins behind the “Rock Like a Rocker” video?

Paul:
Vicky’s friend, Deb Rosner, she was into promo for bands and stuff. I don’t know if she worked at a record label or not, but I know she went to a community college and was going for audiovisual. For her final project, she had to make a film. I guess the two girls hashed out the idea together about, “Well, what if we bring the band into the college, to the stage set, and we’ll just film the ‘Rock Like A Rocker’ song.” Which was on a demo. She wound up shooting it at some community college.

Andrew:
How would you best describe the band’s sound with Matt on guitar?

Paul:
That’s a good question. For me, it was edgier. It was raw. It leaned on punk/pop to me. I mean, he’s not Eddie Van Halen – but you’ve heard some tapes that I played for you – he has moments where he does a lot of fingerpicking and a lot of two-handed neck stuff and whammy bar action too. ‘Cause you’re only one guy and you’re filling a lot of dead space as one guitar player, so you basically have to have controlled chaos. That’s how I would describe it.

Andrew:
In those early days, were there any songs that you really liked that never made it onto the albums?

Paul:
Yeah, these are the songs I try to egg Rikki on to play once in a while, but the only people who would get anything out of it would be really hardcore fans – and I don’t even know if they’ve heard these songs before. But there’s a song called “Boyz Will Be Boyz” that they used to open up with a lot; I actually loved that song. “Talkin’ Loud” was a really cool song. There was a couple more, but nothing really off the top of my head that knocked me out like those two, though.

Andrew:
What are your memories from Matt’s last show?

Paul:
For me, it was bittersweet. When he left, I made the decision to leave with him because I would have missed my best friend. The whole reason why I was out there was that he asked me to come out there and do his guitars. After they were done playing, I put the guitars away I don’t even think I remember busting equipment down; I think the rest of the guys picked up the slack for me. They just knew that it was really tough for us. I remember going out to the stage right to the back alley of The Troubadour and we just hung out; we were sitting up against the wall. A couple of really cool fans who knew it was his last show, they came by to wish us well. It was hard. I wanted to stay there if I could, but it was time to move on, I guess.

Andrew:
How do you remember Slash’s Poison audition?

Paul:
The band was getting bigger than ever as far as interest in their live shows. Whenever Mötley was in town, I’d always see Tommy and Nikki at our shows. I still point this out to people to look at their image on the Leather Records release, lots of leather and spikes; Shout at the Devil, more polished; then, bam, total glam for Theatre of Pain. That’s mainly to do with what bands like Poison were doing on the strip! So, Atlantic approached Vicky [Hamilton] with what back then was something called a “first right of refusal” demo deal, which means (per Hamilton) they had a certain amount of time to decide if they wanted to sign the band after they turned in the demo. If they were gonna get signed, Matt was gonna stay with Poison. What happened is, he got his girlfriend pregnant, and he had to make a business decision – “Do I sit out in L.A. and try to become a musician with no guarantee what’s gonna happen to us, or do I go back and become a father?“

Jim Faraci produced [the demo], but Atlantic wound up passing on them. So, Matt said right away, “I’m done, then. I’m not gonna stay out here. I’m not gonna keep playing these same shows and have record companies pass on us.” So, he went back to Pennsylvania. But in the meantime, before he and I left, we had to find somebody to replace him. I think Vicky set up these rehearsals. I touched base with Matt to make sure, because I have a good recollection of how many guys tried out, and we both came up with the same number. I can’t believe this – people will tell ya that there’s a lot of guys that tried out for his spot – it was only three people; Slash, C.C. DeVille, of course, who got the job, and this guy named Steven Silva, who was in a band called Thundertrain out of Boston. It was three guys over two days, if memory serves me correctly.

[Slash] came in, I guess we had a door in the front of this place – just picture a storefront with all glass. Actually, Yngwie [Malmsteen] lived there before we did, which is crazy to think about that. He moved out, and we moved in. I think Vicky found the spot for us. But it was in a real shady, seedy area. I just remember Slash coming in, one guitar case – he didn’t have the top hat on – I know he had like a backward baseball hat, that I do remember. He had a three-song demo to learn, and they ran through the three songs maybe twice. It wasn’t that long of a tryout. In the meantime, those guys are trying to get dates for when the new guitar player does come into the band because we probably had already played Matt’s last show, so Bobby had to go in the other room and he’s calling up all these clubs for the next couple gigs. Somehow, [Slash] knew we were into Aerosmith – could have been while we were setting up for the audition, or I don’t know if we had posters or albums hanging out – but he said, “Let’s do some Aerosmith. What do you guys know?” I know they played three songs, for sure; the first one was “Last Child,” the second one was “Same Song and Dance,” and the third one was “Lord of the Thighs.”

Now, for me, this is like a highlight. If anybody remembers the old Coke commercial where Mean Joe Greene is walking off the field, and he tosses the jersey to the kid, he winks at him and has like a swig of Coke, this is the opposite of that, but it’s in a musical context for me. Rikki’s putting down the beginning drum beat, and the song starts kicking in, and I’m thinking, “How the hell is he gonna play slide? There’s a lot of slide guitar coming up.” And I know Slash is a slide player from seeing him with Hollywood Rose. So, I’m looking at his guitar case, it’s wide open, and I see a metal slide. So, I look down at him, he looks at me, I look back down at the slide – he like shakes his head up and down– so I bend down, I pick up the slide, and I toss it to him. He catches it puts it on his finger, and he does the slide parts for “Lord of the Thighs.” That’s one of the top five things that’s ever happened to me. Anyway, Matt wound up playing bass on those Aerosmith songs. So, it was Matt on bass, Bret was singing, Rikki was playing drums, and it was Slash. It was killer.

Andrew:
What was the voting process like from your perspective?

Paul:
Um, I had a say. I mean, those guys cared about my input, for whatever reason. I don’t think my vote counted, but they would like to know where I stood. It was a one through three ranking system, ‘cause only three people tried out, and I immediately thought Slash was the best player there. I’m not sure he would have fit in look wise. I picked Slash, then I liked the Steven Silva guy from Thundertrain, and C.C. was third for me. That’s all because [C.C’s] audition wasn’t that great. He was unprepared – which to me screamed unprofessional – but he looked really cool, he played really cool, but he just didn’t seem prepared. And I’m not the first guy to say that; you can ask anybody that was at that audition.

Andrew:
And Slash was Matt’s pick as well, correct?

Paul:
Oh, yeah. That was Matt’s choice, for sure. I just think the music world is probably better off. I think he might’ve hung out for a year, probably. It would have been a stepping stone for him. He wouldn’t have got the longevity that C.C. did with the band. I think it would have been a steppingstone for Slash, and there might not have been any version of Guns N’ Roses that included Slash.

Andrew:
Have you ever run into Slash since then?

Paul:
Yes, a few times. This one time in particular, at or a little before Appetite came out, I went to Lamour’s in Brooklyn with some friends. On the way to the show, we stopped at the record store so I could buy Aerosmith’s Video Scrapbook, as it had come out that day. We get into the club super early, right after Guns sound check. I go to the back bar for a beer, and just as I get there, from behind a column, Slash grabs my shoulder and says, “Hey, dude. What are you doing here?” I replied, “I’m here to see you!” I asked him if I could buy him a drink, and he said, “Yes, a Jack and Coke.” I bought him a double and a Heineken for me, must have cost me $40 after the tip. Anyway, I mention I have the new Aerosmith video on VCR tape. He said, “Go get it and we’ll watch it on the bus.” I meet my friends to get the keys to the car to get the tape, I told them what was going on, and that I would hook up with them later. I bang on the bus door, and he lets me in. We throw in the tape, and a little while in, Steven Adler and his then-girlfriend, Athena (Tommy Lee’s sister), comes on to. I haven’t seen either of them for a few years; Athena had the hots for Matt, and I felt like it was my duty to keep them apart because I liked Matt’s eventual wife, who he later left the band to have his first kid with. Fun times!

Andrew:
Which songs did Matt contribute to that ultimately found their way onto Look What the Cat Dragged In?

Paul:
The two songs that ultimately made it onto Look What the Cat Dragged In that Matt had a hand in writing were “#1 Bad Boy and “Blame it on You.” One of the things I liked most about the band is they shared writing credits as a unit. We’d all pile into Bobby’s blue Chevette and drive over to the rehearsal space, and the boys would practice for hours turning ideas into songs. A song titled “OutFuckingRageous” was probably the last song Matt worked on before we departed.

Here’s the mic drop moment as far as I can recall; the song “Every Rose Has It’s Thorn” was hatched as a song title from a famous Aerosmith bootleg that Matt had brought out with him to Hollywood. We’d constantly listen to it, and in between songs, [Steven] Tyler says to the crowd, “Every Rose Has A Thorn,” before they went into “Dream On.” I distinctly remember Bret walking into the room and looking at both Matt and I and saying, “What did he just say?” Then grabbing the needle and trying to drop it so he could hear what Tyler says. Finally, after listening to it, and doing so a few more times, [Bret] adds, “That would make an awesome song title one day,” and he wrote it in a little notepad he carried around at the time to jot down song ideas.

Andrew:
Now, did Matt’s departure also mark the end of your duties with Poison as well, Paul? Did the band ever invite you on tour at any point thereafter?

Paul:
I did Bobby’s bass on the Look What the Cat Dragged In tour – that little run we did – then Robbie Crane filled in after I left. Robbie now is the bass player in Black Star Riders. Somebody from the band reached out to me. It definitely wasn’t Matt; it wasn’t Rikki. It might have been management; it could have been Bobby himself. But I know the tour bus came and picked me up, which was really cool. I was in between jobs – I don’t know, I lost a job or something – and they said, “Do you wanna come out and do Bobby’s bass?” I said, “Yeah.” So, they wound up picking me up – or I drove out somewhere and met them at a truck stop – and we got on the bus. I remember before the tour started, we went to Bobby’s house for the night. I remember crashing at Bobby’s house. I was playing cards with his relatives, a really cool, old-school game called Double deck Pinochle. Very involved. If you’re from a military family, you know what that is. The first show was at The Boathouse in Virginia Beach, sadly the club isn’t there anymore; a hurricane washed it away.

Thanks, Andrew for allowing me a platform to document a really cool part of my, at the time, young life!

Interested in learning more about Poison’s formative days? Hit the link below:

Be sure to check out the full archives of Shredful Compositions, by Andrew DiCecco, here: https://vinylwritermusic.wordpress.com/shredful-compositions-archives/