It was 1994. Music was heavy, flannel-clad, and brooding. Then came this jittery, acoustic-driven track with a harmonica solo so fast it sounded like a beehive in a blender. What Would You Say by the Dave Matthews Band didn't just break the mold; it ignored the mold entirely. Honestly, if you were around when this hit the radio, you remember the confusion. Is it jazz? Is it folk? Why is he scatting?
The song basically catapulted a group of Charlottesville club-circuit veterans into the stratosphere. But here is the thing: the track almost didn't happen the way we know it. Behind that bouncy, syncopated rhythm lies a weird mix of improvisation, a legendary guest appearance, and a set of lyrics that even Dave Matthews himself admits are kind of a mess.
The Chaos of Under the Table and Dreaming
When the band walked into Bearsville Studios in Woodstock, New York, they weren't exactly "stars" yet. They were a local phenomenon. They had built a massive following by playing nearly 200 gigs a year, mostly at colleges and small clubs like Trax. People were obsessed with their live tapes. To capture that energy, producer Steve Lillywhite—the guy who worked with U2 and The Rolling Stones—had to figure out how to bottle lightning.
The recording process was intense. Dave Matthews and Tim Reynolds (a frequent collaborator and guitar virtuoso) actually sat face-to-face with a sheet of glass between them. They played the same acoustic guitar parts simultaneously. Lillywhite would then mess with the volumes, often cranking Reynolds’ parts up because they were so intricate. This created that shimmering, "wall of acoustic guitars" sound that defines the track.
That Harmonica Solo (It’s Not Dave)
You can’t talk about What Would You Say without mentioning that frantic harmonica. It’s the engine of the song. A lot of casual listeners at the time thought Dave was somehow playing it while singing, which is physically impossible, but hey, the 90s were a weird time.
The solo actually belongs to John Popper of Blues Traveler.
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Popper was a buddy of the band from the H.O.R.D.E. Tour circuit. He reportedly rolled into the studio, blew a hole through the track in a few takes, and left. It was a perfect "lightning in a bottle" moment. His frantic, bluesy style provided the perfect counterpoint to Dave’s percussive guitar playing. Without Popper, the song might have just been a groovy acoustic number. With him, it became a Top 40 staple.
What the Heck is He Actually Saying?
If you've ever tried to karaoke this song, you've probably failed. The lyrics are a tongue-twister nightmare.
- "Up and down the pogo stick"
- "Mommy's on the verge"
- "I did what I could do"
Dave has been pretty open about the fact that the lyrics were "slapdash." In interviews, he’s mentioned that the song was one of the most ambiguous things on the album. There isn't a tight narrative. It's more of a stream-of-consciousness meditation on generational gaps and human failure. One of the most famous lines—"He'd shake his head like an angry mother... and say 'I did what I could do'"—was a direct jab at the idea of what Jesus would actually do if he saw the state of the world.
It’s dark. It’s cynical. But because the music is so upbeat, most people just danced to it at frat parties without realizing they were singing about "one hand bleeding and the other holding a gun."
Why the Video Was "Anti-MTV"
MTV was king in 1994. Most videos had high-concept plots or moody lighting. The Dave Matthews Band did the opposite. They filmed the video for What Would You Say at the Fox Theatre in Boulder, Colorado.
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They didn't even film it until three months after the album Under the Table and Dreaming came out. Dave famously said they wanted it to have "no story—no disgruntled babes walking out of the house, slamming the car door." It was just the band, some weird lights, and a lot of energy. It felt authentic. It felt like a show you’d actually want to go to, which was exactly how they sold 25 million concert tickets over the next few decades.
The Darker Side of the Success
It is a bit of a tragedy that this massive breakout success happened during the darkest year of Dave’s life. In early 1994, just before the album took off, Dave’s sister Anne was killed by her husband in a murder-suicide in South Africa.
The album is dedicated to her.
If you listen closely to the end of the song, there’s a shift in Dave's vocal timbre. Critics sometimes refer to this as "Sad Dave." While the track starts as a high-energy jam, it ends with a certain grit and desperation. It’s a reminder that even the biggest "party" songs of the 90s usually had some heavy baggage underneath the surface.
Where the Song Stands Today
Even now, decades later, the song is a staple of their live sets. It reached #11 on the Modern Rock Tracks chart and earned two Grammy nominations. While it didn't win (they’d eventually win for "So Much to Say" later), it established DMB as the first band to have seven consecutive studio albums debut at #1 on the Billboard 200.
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Most people get wrong that DMB is just "chill" music. It’s actually incredibly technical. Between Carter Beauford’s ambidextrous drumming—which is basically a masterclass in polyrhythms—and Stefan Lessard’s jazz-influenced bass lines, the song is a beast to play.
How to Listen Like an Expert:
If you want to really appreciate what's happening in What Would You Say, stop focusing on the lyrics for a second. Try these three things:
- Isolate the Drumming: Listen to the "hi-hat" work by Carter Beauford. He’s playing a constant, complex rhythm that never stops, even during the "quiet" parts.
- Find the Harmonica Key: John Popper uses a specific technique called "cross harp" (playing in a key a fourth above the harmonica's natural key) to get that bluesy, growling sound.
- The "Lillywhite" Acoustic Wall: Try to see if you can hear the difference between Dave’s percussive "chugging" and Tim Reynolds’ higher-pitched, melodic accents.
Next time this comes on the radio, you’ll realize it isn't just a 90s relic. It’s a weird, lightning-fast piece of musical history that shouldn't have worked, but somehow became a classic.
To dig deeper into the DMB catalog, look for the "expanded" editions of Under the Table and Dreaming. These versions include the studio outtake of "Granny"—the song Dave actually wanted to be the first single before the label pushed for the tracks we know today.