Matthew Sweet and Susanna Hoffs: Completely Under The Covers


All three volumes of Susanna Hoffs and Matthew Sweet‘s Under The Covers albums are collected in new four CD and six-LP box sets, both due for release in October.

Hoffs and Sweet have covered 57 acts, including The Beatles, Dylan, Fairport Convention, Neil Young, The Beach Boys, The Who, Grateful Dead, Fleetwood Mac, Carly Simon, The Ramones, The Clash, The Pretenders, The Smiths and Prince. Volume One of Under The Covers was originally issued back in 2006 with the most recent release dating from 2013.

The four-CD clamshell box is a 60-song package, and as well as containing the three albums it also offers on CD 15 of those pesky digital-only bonus tracks. The discs come in card wallets within a clamshell box.

S&H 3D

If you vinyl is your format of choice there is also a rather sexy 6LP coloured vinyl box which contains the same audio as the CD box but on 180g blue, yellow and pink vinyl. The records come with printed inner bags and a deluxe rigid slipcase. At the moment, the vinyl set is exclusive to the Official Demon Music Store but the CD box is available on Amazon.

Completely Under The Covers is released on 9 October 2015.


4CD box

6LP Coloured vinyl box



4CD box

Disc: 1
1. I See The Rain
2. And Your Bird Can Sing
3. It’s All Over Now, Baby Blue
4. Who Knows Where The Time Goes?
5. Cinnamon Girl
6. Alone Again Or
7. The Warmth Of The Sun
8. Different Drum
9. The Kids Are Alright
10. Sunday Morning
11. Everybody Knows This Is Nowhere
12. Care Of Cell 44
13. Monday, Monday
14. She May Call You Up Tonight
15. Run To Me
16. Village Green Preservation Society
17. I Can See For Miles

Disc: 2
1. Sugar Magnolia
2. Go All The Way
3. Second Hand News
4. Bell Bottom Blues
5. All The Young Dudes
6. You’re So Vain
7. Here Comes My Girl
8. I’ve Seen All Good People: Your Move/All Good People
9. Hello It’s Me
10. Willin’
11. Back Of A Car
12. Couldn’t I Just Tell You
13. Gimme Some Truth
14. Maggie May
15. Everything I Own
16. Beware Of Darkness

Disc: 3
1. Dreaming
2. Marquee Moon
3. I Wanna Be Sedated
4. Baby Blue
5. You Say You Don’t Love Me
6. (What’s So Funny ‘Bout) Peace, Love and Understanding
7. You Can Close Your Eyes
8. Melissa
9. Killer Queen
10. A Song For You

Disc: 4
1. Sitting Still
2. Girls Talk
3. Big Brown Eyes
4. Kid
5. Free Fallin’
6. Save It For Later
7. They Don’t Know
8. The Bulrushes
9. Our Lips Are Sealed
10. How Soon Is Now
11. More Than This
12. Towers Of London
13. Killing Moon
14. Trouble
15. Train In Vain
16. You’re My Favorite Waste of Time
17. I Would Die 4 U

S&H 3D

6LP Vinyl box

LP 1/2

VOLUME 1, 1960s

Side A

  • 1. I See The Rain [Marmalade] 3:45
  • 2. And Your Bird Can Sing [The Beatles] 2:10
  • 3. It’s All Over Now, Baby Blue [Bob Dylan] 3:45
  • 4. Who Knows Where The Time Goes? [Fairport Convention] 5:51
  • 5. Cinnamon Girl [Neil Young and Crazy Horse] 2:47

Side B

  • 1. Alone Again Or [Love] 3:35
  • 2. The Warmth Of The Sun [The Beach Boys] 3:08
  • 3. Different Drum [Stone Poneys featuring Linda Ronstadt] 2:52
  • 4. The Kids Are Alright [The Who] 2:50

Side C

  • 1. Sunday Morning [The Velvet Underground] 3:26
  • 2. Everybody Knows This Is Nowhere [Neil Young and Crazy Horse] 2:27
  • 3. Care Of Cell 44 [The Zombies] 3:56
  • 4. Monday, Monday [The Mamas & the Papas] 3:27

Side D

  • 1. She May Call You Up Tonight [The Left Banke] 2:24
  • 2. Run To Me [Bee Gees] 3:06
  • 3. Village Green Preservation Society [The Kinks] 2:57
  • 4. I Can See For Miles [The Who] 4:13

LP 3/4

VOLUME 2, 1970s

Side A

  • 1. Sugar Magnolia [Grateful Dead] 3:32
  • 2. Go All The Way [Raspberries] 3:33
  • 3. Second Hand News [Fleetwood Mac] 3:13
  • 4. All The Young Dudes [Mott The Hoople] 3:52
  • 5. You Can Close Your Eyes [James Taylor] 2:34
  • 6. Marquee Moon [Television] 10:49

Side B

  • 1. Here Comes My Girl [Tom Petty and the Heartbreakers] 4:22
  • 2. I’ve Seen All Good People: Your Move/All Good People [Yes] 7:29
  • 3. Hello It’s Me [Todd Rundgren] 3:51
  • 4. Willin’ [Little Feat] 2:59
  • 5. Back Of A Car [Big Star] 2:32
  • 6. Couldn’t I Just Tell You [Todd Rundgren] 3:27

Side C

  • 1. Gimme Some Truth [John Lennon] 3:27
  • 2. Maggie May [Rod Stewart] 5:32
  • 3. Beware Of Darkness [George Harrison] 3:38
  • 4. Dreaming [Blondie] 2:51
  • 5. Bell Bottom Blues [Derek and the Dominos] 5:02
  • 6. You’re So Vain [Carly Simon] 4:22

Side D

  • 1. I Wanna Be Sedated [Ramones] 2:10
  • 2. Baby Blue [Badfinger] 3:42
  • 3. You Say You Don’t Love Me [Buzzcocks] 2:55
  • 4. (What’s So Funny ‘Bout) Peace, Love And Understanding [Brinsley Schwarz] 3:57
  • 5. Everything I Own [Bread] 3:09
  • 6. Melissa [Allman Brothers Band] 4:14
  • 7. Killer Queen [Queen] 2:56
  • 8. A Song For You [Gram Parsons] 4:38
  • Side 5 / 6

VOLUME 3, 1980s

Side A

  • 1. Sitting Still [R.E.M.] 3:17
  • 2. Girls Talk [Dave Edmunds] 3:32
  • 3. Big Brown Eyes [The dB’s] 1:54
  • 4. Kid [Pretenders] 3:03
  • 5. Free Fallin’ [Tom Petty] 4:17

Side B

  • 1. Save It For Later [The Beat] 3:27
  • 2. They Don’t Know [Kirsty MacColl] 3:02
  • 3. The Bulrushes [The Bongos] 2:43
  • 4. Our Lips Are Sealed [The Go-Go’s] 2:54

Side C

  • 1. How Soon Is Now [The Smiths] 5:44
  • 2. More Than This [Roxy Music] 4:07
  • 3. Towers Of London [XTC] 4:54
  • 4. Killing Moon [Echo and The Bunnymen] 4:23

Side D

  • 1. Trouble [Lindsey Buckingham] 3:45
  • 2. Train In Vain [The Clash] 2:59
  • 3. You’re My Favorite Waste of Time [Marshall Crenshaw] 2:28
  • 4. I Would Die 4 U [Prince] 2:52


4CD box

6LP Coloured vinyl box

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I hope this gets re-released with the missing tunes attached. I am bummed not to have it! And I only live once!


Big fan — I have wanted these on vinyl, and will buy the box, but I’m crushed – beyond disappointed – that there are a number of bonus tracks missing, 4 and counting. (I have the Pillowcase EP and the Vol. 2 extras).
There’s also Ming Tea, the duo’s first band together I believe. Mike Myers sang ‘BBC’ with S&S at a NYC show in ’06.
I remember them saying in an interview they had a 3rd Neil Young song for Vol. 1 but the record company balked. I didn’t know about the Tower edition (Tower is gone now, of course…) but there was an All the Way Home 1-song promo in 2006.
A supplemental 7″ release a la Pillowcase (let’s call it the ‘Comforter’ EP) would be most welcome… c’mon Demon/Shout Factory/Sid/Susie!

Nokomis Florida

Glad to see the tracks from ‘The Pillowcase’ EP made it into the set. Will be impatiently waiting for Vol. 4 for the foreseeable future, I guess.

[…] Completely Under The Covers 4CD and 6LP box sets are out now. Read more about these sets here, or watch an SDEtv unboxing video of the vinyl set […]


The 6LP coloured vinyl is now available from Speedyhen for UK purchasers including free delivery for just £40.09!


The Rolling Stone website from 2006 has a piece on UTC vol. 1 and contains this interesting section:

“Sid and Susie had so much fun, they cut too many covers for the CD.

“Oh, we have a number of things, mostly done, that wouldn’t fit this time,” Sweet says, mentioning the Beatles’ “Birthday” and “Everybody’s Got Something to Hide Except for Me and My Monkey.” Hoffs moans at the mention of the Buffalo Springfield ballad, “On the Way Home,” that never made the track list. “Sue is still crushed that we couldn’t put that one out,” Sweet says. “With luck, there will be a Vol. 2.”

So she was bummed “On the Way Home didn’t make the album, and not this set comes out, still missing it. I wonder what input the artists had…


Another missing track I’ve just come across on my HD and forgotten about is “Everybody’s Got Something (Except Me and My Monkey)”, I forget how this was originally released. So that’s 4 missing ones so far.


Man, I have been looking for it for AGES, too. I wish it were included in this package.


would you be willing to share that track with me?


They should re-title this Incompletely Under the Covers. In addition to the extremely frustrating omissions of “On the Way Home” and “Sorry,” it also lacks their great — and apparently little-known to most fans — cover of The Beatles’ “Got To Get You Into My Life” from the 2009 soundtrack of the Eddie Murphy film, Imagine That. Leaving off these three tracks is baffling.

Ken Kistinger

I was ready to order directly, but I can’t handle $28 shipping and handling. Perhaps, if Mr. Sweet or Ms. Hoffs delivered the package to my door.

Ojai John

Ordered the vinyl box today. I have all this stuff already (including the two missing tracks and the iTunes only second disc of volume 2) but it will be great to have this on vinyl. There is soime really great material here. It’s a pity more people did not get to hear these albums or Sue’s last album “Someday’, which is a killer LP but sadly has not yet made it to vinyl.


“Someday” is a really great album! She had a launch show for it on Stageit and charged $5. However, a few days later, she changed the asking price to ‘free’ and told the people who already paid to send her an e-mail and she’d make it worth our while. A couple of weeks later, I got a free signed and personalized copy right from her. It was awesome, but I feel kind of bad that I’ve never purchased a copy.

Paul Edwards

At that price I’ve put an order in. Easily worth the gamble. Love Hoff’s voice, some great songs on there so I’m looking forward to it


Down to £13.99 on Amazon UK at present; a steal!


Hi Paul

Is the link to Demon for the US store?
I think it is but would appreciate your help.



Thanks Paul.

Have ordered from myplay aka Demon before but sometimes never know if it’s Britain or US and duties etc.


Only hoping for a better mastering job. The songs are great, but the sonics of the different cds were real bad….


I had on my wish list these CDs, so it’s excellent news for me to see them released in this nice little box set. Great!

CJ Feeney

The vinyl set is also available from Spin CDs, so not quite exclusive to Demon – though Demon is £9 cheaper today.

Erick Haight

Although it isn’t quite “canon” as it was listed as Matthew Sweet only, there’s an awesome version of “Magnet & Steel” from some 00’s soundtrack with Sweet, Hoffs, and Lindsey Buckingham on vocals/guitar (including a killer outro solo). Always wished that the three of them would do a whole album or tour…


Now that I would like to hear!

Dave Thornhill

Sorry was also on the Australian edition (makes sense, it’s an Easybeats cover). Pity it was missed.


Was hoping they’d put these together..excellent


An interesting project, and sounds good on the Amazon mp3 snippets. May be tempted, as Ms Hoffs always had a good voice. She’s not looking too shabby either.


What I’ve heard of the first two releases was great. Nice to see these bundled together. Definitely on my “want” list!


Nice cover designs.

Saw The Bangles live back in the 80s. My most abiding memory of the gig is them onstage bemoaning the fact that they didnt get any groupies and did any boys want to come back and er….entertain them!


And….. did you

Freek Claassen

sadly, this box set is missing two ltd released tracks, exactly two why people who already own the cd’s would buy them again: “Sorry”, which was a japan only bonustrack on the first volume and “On The Way Home” which was a Tower Records only bonustrack on the first volume. what a missed opportunity…


You’re absolutely right!


Plus they could’ve added “Got to Get You Into My Life” from the Imagine That soundtrack and if you really want to get complete (even though it was only listed as Matthew Sweet) “Magnet & Steel” from Sabrina the Teenage Witch: The Album (which also features Lindsay Buckingham). Oh well.

Paul H

Intriguing collection, nicely packaged and well priced. I’ll take a punt on it.