Lyrics by Paul Friemel


First Place Hits


Written by:Paul Friemel
Lead Vocal:Paul Friemel
Back-up Vocal:Jim Schloemer
Guitar:Paul Friemel
Guitar Solo:Jeffrey Loder
Bass:Paul Friemel
Drums:TJ Mapes
Keys:Johnny Iguana
Recorded at:Jeffrey’s Rehearsal Space – 12/9 – 12/29/2011
Appears on:First Place Hits

Song Notes

Whoa was released as a brand new never-before heard track that put the capstone on the 2020 anniversary retrospective First Place Hits digital streaming release.

Whoa was the first all-new completed musical composition by Paul in over seven years being conceived, written, and recorded over the course of December 2011. The first acoustic demo was recorded on December 4th and the final master was delivered on the 30th. This song is considered the culmination of dozens of improvised demos Paul recorded over the course of 2011 following the end of a seven-year relationship with the chick from Ciao Bella. After a year of lazily rediscovering song-writing, Whoa was blasted out from nothing in the course of a day or two.

– For posterity’s sake, it’s worth mentioning that upon reviewing demos from 2011, some core elements of demos titled Waiting and Your Eyes may have manifested into the final song now known as Whoa. If 5,000 years in the future some robotic alien civilization comes across this website and Paul’s hard drives and determines them to be the sole remaining effigy of human civilization, they will surely be able to use this paragraph to connect those audio files to their final resting place as Whoa. You’re welcome cybernetic slime god-beings.

STOP THE PRESS. Upon slow-mo review, we have discovered that the actual first example of a recording that later evolved into Whoa as we now know it existed back in JANUARY of 2011! Meaning that the seed of the idea existed WELL before the recording session in December, eleven months before! This is surely not as significant to you, dear reader, as it is to I, le writer and historian. Just rest-assured that this is a wild revelation that has personal significance. So get this, there was a full eleven-month gap between the initial seed of the song to the very-brief-but-not-rushed finalization of the composition in full. If your mind isn’t blown, ours is blown enough for the both of us. :-0

– Once the decision had been made to create a proper recording of this song in very early December, December 1 to be exact, Paul sequestered the expertise of past musical colleague and confidant Jeffrey Loder of The Last Glimpse & Head Held High. Jeffrey helped professionally record this epic masterpiece from start to finish. Paul had created two separate demos of the composition in Garageband to help finalize the structure and get a feel for this super-sized song. This turned out to be what one might call ‘a good move’ considering the size of the project once it was all said and done. Jeffrey Loder had previously worked with Paul on a cover song made for a friend’s wedding album, and the two had a good rapport. It should go without saying that without Jeff’s help, this song never could’ve existed. Thanks buddy!

– After reviewing this write-up for authenticity, Jeffrey was at a loss because his memory of the month-long recording process seemed to be hazy at best after nine years. He didn’t remember playing the guitar solo, the additional guitar riffs at the end and had summed up his thought with this quote: “My side of the story is that it’s not an instrumental and it’s not called Whoa.”

– The song was written in such a way that defied some musical sensibilities, such as length, lack of a consistently repeating chorus, and more than 50% of the song being completely instrumental. This uncharacteristic nature was intentional due to never expecting the tune to be consumed by the general public.

Whoa was NOT written with the intention of being a 2nd Best song and was originally authored by “The Killer Popcorn,” which was the psuedo-band name Paul applied to the unique collection of musicians that appeared on the track. Because the core musicians on the track are Paul & TJ, it always did have a majority feel that it COULD’VE maybe been a 2nd Best song, so after nine years it became harder to resist. Ultimately, it was decided to publicly release this version of the song to give those 27 adoring fans a little treat for being so patient regarding an accessible online release of their precious 2nd Best catalog after all these years.

– Jim Schloemer appears as a vocalist only and provides supporting screaming “whoa’s” after the second round of the closing vocal pattern. He came into the studio for twenty minutes while in the Quad Cities for Christmas, screamed “whoa” a few times, and went on his merry way. This was the only time Jim had ever appeared on a 2nd Best studio recording, although his band Lesser Known Saint had released the split Steps with the band in 2003. Thanks Jimbo!

– With the release of the song on digital platforms in 2020, everyone was coming out of the woodwork! Even Jim chimed in with a few choice remarks. “Upon hearing Whoa for the first time in nine years, I would say my reaction is… Man, I really thought this song had more lyrics… I mean, that was the only lyric I actually sang but I could swear that wasn’t the only lyrics I HEARD…” Jim remains baffled by this clearly falsely implanted memory to this day.

– What may be the most extremely non-2nd-Besty portion of the recording is the exciting addition of a somewhat improvised piano overdub by the man himself, Johnny Iguana. Paul had always been a fan of one of his bands, Oh My God, and specifically their signature distorted organ that would defeat any electric guitar in a back-alley machete fight. Borrowing that signature sound for a key stanza in the song felt only right and natural. Johnny must not have had anything to do between his 1,000 other musical projects that day, so he agreed to lend a hand. When the studio recording had completed all the instrument tracking, a rough mix was sent his way. Right on time, Johnny delivered even more than was bargained for with some delightful key melodies sprinkled over the entire 7+ minute composition. This addition gave the song an incredibly unique feel amongst most other 2nd Best songs, since the only other track to contain any sort of piano performance was Between 2 Homes. Thanks Iguana!

– The fact that Johnny Iguana’s pseudonym has an incredibly connective significance to one of 2nd Best’s signature songs is purely coincidental, and the hilariousness of it has only hit us after writing the previous paragraph. Serendipity is a wonderful thing!

– When Paul asked TJ “Hey can you help me record a new song?” TJ at first thought, whaaaat? The two had been working together closely for quite a few years at their e-commerce company in Chicago, but hadn’t played music together since their previous failed music project titled My Ocean, My Sea. Both had pretty much retired from their rockstar wannabe days. Luckily, TJ felt the itch, set up the drums and a few rehearsals later it felt like old times again. It’s amazing what you can do when you have a targeted goal in mind. Paul shared his song demos with him to get a feel for the style, length, and necessities of the tune and TJ had a field day with the percussion. Some of the rehearsal sessions were recorded, and a lot of fun was had. When it came time to return to the Quad Cities over the Christmas holiday, the two carved out a few hours to complete the drum tracks for this massive song at Jeffrey’s studio. Drum tracking took a few hours, but the results were stupendous. There were a few spots in the song meant for some expressive drum solos and TJ took advantage of them.

– Paul traveled back to the Quad Cities from Chicago no less than four times to complete the full composition, but the hard work paid off. The recording sounds and feels like a complete band that has been honing their craft for years, and not a cobbled together hodge-podge of musicians working independently to create an over-blown track.

– Jeffrey Loder appears on the track during the guitar solo section. Paul realized there was room for an additional improvised guitar solo and isn’t a real guitar player, so Jeff strapped in and pulled out the second guitar solo with the long lazy notes. He expertly trained Paul how to press the space bar to operate Pro Tools and he is forever grateful for this carnal knowledge. Jeffrey also performed a few of the quick high-note pattern harmonies near the end of the song that Paul was having trouble with. Again, not a guitar player. Get off me.

– So why an instrumental song out of nowhere? It’s hard to understand when, where, or why inspiration strikes, but in this case it doesn’t really matter. This was a unique opportunity to create a new song and we like to think it still shows evolution and growth as a band. It’s a shame this song never was played live because the sing-a-long potential of the ending could’ve been massive, but maybe the world is a better place having not been forced to stand through a seven-minute song consisting of literally one word. Let’s take this moment to lament what could’ve been. <sniff>

Whoa is ultimately a pretty mysterious song but some things are just meant to make the mind wander. You can’t have all the answers all the time. Let’s put it this way though: no one puts this much effort into an instrumental track. In the mean time, munch on a tasty cupcake and take a nap. You’ve earned it.


TJ & Paul rehearsing Whoa prior to tracking drums. Recorded December 21, 2011 in Chicago at RIPT Apparel on Halsted.
Recording process for Whoa in Davenport, IA Dec 18, 2011.

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