Ultimate SpinachBehold & See

Label:MGM Records – SE-4570, MGM Records – SE4570
Vinyl, LP, Album
Style:Psychedelic Rock


A1Gilded Lamp Of The Cosmos2:30
A2Visions Of Your Reality5:49
A3Jazz Thing8:20
A4Mind Flowers9:38
B1Where You're At3:10
B2Suite: Genesis Of Beauty (In Four Parts)9:56
B3Fifth Horseman Of The Apocalypse5:50
B4Fragmentary March Of Green6:51

Companies, etc.



First cat# on cover, second on label.

Equipment: Courtesy AMPEG

Manufactured by MGM Records Division; Metro-Goldwyn-Mayer, Inc. 1350 Avenue of the Americas, New York, N.Y. 10019

Variant 3: Label is identical, EXCEPT typesetting is offset to the right almost 1/4"...Track A1 time 2:30 extends into gold area

Barcode and Other Identifiers

  • Matrix / Runout (Variant 1, Side A, runout etched): SE 4570 MGS 1558 1A 12
  • Matrix / Runout (Variant 2, Side A, runout etched): SE 4570 MGS 1558 1A 11
  • Matrix / Runout (Variant 1, Side B, runout etched): SE 4570 MGS 1559 1A 11
  • Matrix / Runout (Variant 2, Side B, runout etched): SE 4570 MGS 1559 1A 12
  • Matrix / Runout (Both Variants, Sides A & B, runout stamped): [block-shaped 's' stamp]
  • Rights Society: BMI
  • Matrix / Runout (Variant 3, Side A, runout etched (11 & L1 stamped)): SE 4570 MGS 1558 1A 11 L1
  • Matrix / Runout (Variant 3, Side B, runout etched (13 & L1 stamped)): SE 4570 MGS 1558 1A 13 L1

Other Versions (5 of 30)

View All
Title (Format)LabelCat#CountryYear
New Submission
Behold & See (LP, Album, Stereo)MGM RecordsMGM-CS 8094UK1968
New Submission
Behold And See (LP, Album, Mono)MGM Records, MGM RecordsMGM C 8094, MGM-C 8094UK1968
New Submission
Behold And See (LP, Album, Promo, Mono)MGM Records, MGM RecordsE-4570, E4570US1968
New Submission
Behold & See (LP, Album)MGM Records, MGM RecordsSE-4570, SE4570Canada1968
New Submission
Behold & See (LP, Album, H.V. Waddell Press )MGM Records, MGM RecordsSE-4570, SE 4570US1968



  • GrayWings's avatar
    Edited 5 months ago
    Please tell me why this is not the true essence of psychedelic rock. In A Gadda Da Vida wins the basic case of being a sick jam song, but when you include the effects, sound balancing, and instrumentation, this album is a winner. Better than Tomorrow Never Knows and better than any other major psychedelic song. There is no hate for the songs compared to this album.

    This is an album that genuinely makes you listen. There is no free space. You will find that every nook and cranny within each song, it's been filled. Maybe not Where You're At, but the rest is incredibly full in sound.

    Pretty sure the song Fifth Horseman of the Apocalypse is split with different takes, because during a slow section before the bass comes back with the drums, the beats don't sound right, so it's either a strange sounding mistake, or they used different takes.

    This album is still a 10/10 for me and always will be. It's shaped my music tastes, and I couldn't be happier.
    • atrainradio's avatar
      It blows my mind that I found this pressing at a local antiques store in the half off bin for eight bucks. Seeing how much it's going for now is incredible. So lucky I got it for cheap. Musically, it's exactly up my alley, heavy acid soaked spacey psych glory. Wish I was around to see this groovy band on stage. Bet they have some amazing trip stories. Audio wise, it's far from an audiophile pressing. The lows are nice and present, but the high end is really cut off. But it's warm and clear as well. The vocals, especially on the peak of the album, Mind Flowers, absolutely fucking rip when he screams "LET IT GO!" as his ego dies in an LSD trip (I assume)

      There are some tracks that aren't totally amazing, but within the context of the whole record, it works. Definitely a 4/5 record and easily one of the most overlooked hidden gems of all the psychedelic albums from the late 60s.
      • groovy1's avatar
        This album is the epitome of psychedelic rock. From start to finish, every track is superb. A truly unique listening experience.
        • ChloeDylan's avatar
          Found my copy in a junk shop for $5. Had never heard of them, and was blown away.
          • thatguyfromthe70s's avatar
            In my honest opinion i rate " Visions Of Your Reality" as highly as "Mind Flowers"
            • sungnakum's avatar
              This is their SECOND album. Just for to make it clear. Cheers.
              • streetmouse's avatar
                Obviously the hit from this album is “Mind Flowers” by the wasted Ultimate Spinach, a drug bathed band from Boston who came into being in 1967, at the apex of the psychedelic musical experience. Ultimate Spinach were not at all like the Jefferson Airplane, nor did they have the hard edges of 13th Floor Elevators, designing their sound to flower during the heyday of the Summer of Love, creating a floating dynamic musical soundscape to not so much alter one’s lysergic experience, but to enhance that inner journey, all while keeping pace, or perhaps setting the pace for the floor that was shifting under one’s feet, along with the ceiling that was floating away, leaving listeners lost in the matrixed air they were breathing.

                Ian Bruce Douglas was the singer and instigator of Ultimate Spinach, played over ten instruments of the album, claiming, “Ultimate Spinach is mind food,” which to my way of thinking, just about explains everything.

                Their first self-titled album is not considered a psychedelic classic, yet it was this, their second outing that would define the band and brought them a wider albeit unhinged listening audience. Behold & See may come across as a muted variant of the band’s debut, nevertheless it continues to push those psychedelic boundaries; with all of the appropriate effects and affects one could hope for. It was a strange time for nearly everything, with See & Behold being the product of arranger Alan Lorber, who wanted to take things to the psychically next level, to physically create a music scene in his home town of Boston. While the Monkees had proved that you could manufacture a band, Alan wanted to manufacture an entire scene, where at the center would sit Ultimate Spinach. The prime bands that were maneuvered into and onto this conceptual cosmic plane were Orpheus (a band who faked/scammed themselves into being more popular than they actually were) and Ultimate Spinach. The results tended to be overly, though sincere psychedelia which borrowed far too heavily from the West Coast scene at the time, where despite the pretentiousness of the approach and the featured ideas, there is still much here for any psychedelic fan to enjoy … even though it’s said that San Francisco bands despised them.

                *** The Fun Facts: As to the band’s name, Douglas says, “One day in 1967 I was in my room tripping on some really pure LSD. I started looking at myself in the mirror and my face was doing funny things. I had a bunch of colored markers I used to draw with. I grabbed a green one and started drawing all these psychedelic designs on my face. When I was done, I looked at myself and said ‘Whoa! I am ultimate spinach. Ultimate spinach is me!’”

                Review by Jenell Kesler
                • sklerici's avatar
                  The Bosston Sound, or Boston Psychedelic Sound, is a scene too guilty ignored by specialized music critics..
                  • Goodfri's avatar
                    Behold & See simply has to be one of the greatest albums ever recorded (in my humble opinion.) I could not put a count on how many times I've listened to this masterpiece and hear something new in it each time. The complexity of some of the arrangements and how it all musically fits together in a cohesive psychedelic beauty is one of the reasons this album is so strong from start to finish. I love this album and it is one of the most cherished in my collection; and I think anyone who owns it will agree with that.
                    • alessandrobertoli's avatar
                      this is one of my favorite albums ever, amazing !


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