While Michael Jackson was working on tracks for what would become his multiplatinum follow-up to Thriller, he started screwing around with a terse beat and a chilly keyboard line, coming up with lyrics about a woman who’s shot by a man. Through clenched teeth, the singer painted a tense picture of the scene right after the crime occurred:
Why did you let him get away?
After the staring, what did you say?
Shot me down as cold as ice
Scream in my face then pushed you back
She should have spied down his skin
Now it’s my job to get revenge
The lyrics were a bit jumbled — for some reason, Al Capone gets mentioned throughout — but Jackson clearly knew he had something. But when it came time to record Bad, he put aside the track, called “Al Capone,” and worked out a new scenario with a catchier bass line. What remained was the premise that a man had killed a woman in cold blood. Jackson upped the intensity as his chorus expressed a bystander’s fear for the slain victim:
Annie, are you okay?
So, Annie, are you okay?
Are you okay, Annie?
You’ve been hit by
You’ve been hit by
A smooth criminal
In October 1988, more than a year after Bad hit record stores, “Smooth Criminal” became the seventh single from the album to be released, eventually getting to No. 7 on the Billboard charts. Backed by a stylish 1930s-style video directed by Colin Chilvers, “Smooth Criminal” was simply more proof of Jackson’s artistic brilliance and demanding nature. (He insisted on having a doctor flown to the studio to record his heartbeat, which is used at the beginning of the track.) Memorable because of its innovative use of “the anti-gravity lean” — a dance move in which he and his backup dancers seem to be leaning far to the side while standing still, a trick pulled off thanks to a harness and cables — the “Smooth Criminal” video became as iconic as the song. It cemented a remarkable decade for Jackson, who ruled the music world without any legitimate rivals to oppose him. (As great as they were, neither Madonna nor Prince at their peak could match Michael Mania.) It seemed like no one could touch him. He was the King of Pop.
Flash-forward 10 years. It’s the late 1990s, and four friends in their 20s from Riverside, California, have decided to start a band. Dryden Mitchell will be the front man, Terry Corso plays guitar, Mike Cosgrove is on drums and Tye Zamora handles bass. They had been part of different groups, but nothing seemed to come of them. This unit, however, was different.
“I was actually playing acoustic guitar and singing folk music,” Mitchell said in 2002. “Joni Mitchell and Tracy Chapman are my heroes. I was playing in coffee shops, and these guys were playing heavy music. They just liked that I can sing, rather than scream. … Our influences were so scattered. Some people in the band are into very heavy music. Our bass player is into Steely Dan. Mike, our drummer, is into Latin stuff. And I was listening to mellow folk music.”
The more that the four guys jammed, the more obvious it was that they had a problem — they were still attached to their old groups. “We were just kind of like cheating on our other bands to form this band,” Mitchell told MTV in 2001. “We were actually going to wear masks, not as any kind of image, but we didn’t want our bands to know we were doing other projects. Finally we said, ‘Fuck that. This is too good. Let’s just fucking quit and be this band.’”
They came up with a name, Alien Ant Farm, which was hatched by Corso while he was bored at his day job: He imagined an alien race coming down to Earth and collecting humanity in gigantic ant farms, like the ones kids play with. It was a silly name, but they liked it.
The nascent band had a small following just because of their previous groups, so they focused on rehearsing and gigging. They’d play cover songs. Sometimes, it was Sade’s “Smooth Operator,” Philip Bailey and Phil Collins’ “Easy Lover,” or the theme to South Park. Then one day, Alien Ant Farm decided to dip into Bad. “I can’t remember who brought in the idea,” Corso later recalled, “but they were like ‘We got to try this song! It sounds like it was made for guitar!’ and we started just messing with the riff, and we were like, ‘Oh right, that sounds cool! Let’s get this together!’”
Indeed, the bass line to “Smooth Criminal” sounded incredible if it was turned into power chords. The guys decided to introduce it, briefly, at a gig, just to see what the reaction would be. “We were at a show in our hometown and we played a few bars of it like just fucking off, and everyone went mental! We went home the next day and figured it out and it just became a mainstay,” Corso explained. “Like we didn’t really play any solos after that, it just turned into our little secret weapon.”
If the 1980s had been Jackson’s domain, the late 1990s were anything but. With his reputation for being an eccentric starting to have more resonance in the culture than his music — subsequent albums like Dangerous and HIStory failed to capture the zeitgeist like Thriller and Bad had — it was very easy for him to be thought of as a joke. But even more troubling, Jackson’s odd behavior started morphing into something possibly criminal. In 1993, the LAPD began investigating the singer after a 13-year-old boy accused Jackson of sexual molestation. The following year, Jackson agreed to pay his accuser an undisclosed amount to drop the civil lawsuit. “The resolution of this case is in no way an admission of guilt by Michael Jackson,” the singer’s lawyer, Johnny Cochran, said afterward in a statement. “In short, he is an innocent man who does not intend to have his career and his life destroyed by rumors and innuendo.” But even Michael’s sister, La Toya, believed he was guilty, saying in 1993, “Michael is my brother. I love him a great deal. But I cannot, and I will not, be a silent collaborator of his crimes against small, innocent children.”
While popular opinion of Michael Jackson was recalibrating, the musical world was also shifting. This was the era of nu-metal, when hard rock groups like Korn and Limp Bizkit were starting to rule the charts, their bratty, macho energy shooting a middle finger to the polished pretty boys of pop music. In fact, some groups made their contentiousness overt: When Limp Bizkit were starting out, they did a snotty cover of George Michael’s “Faith” as a way to attract attention. “We like to do really aggressive versions of cheesy pop hits,” lead singer Fred Durst told Billboard in 1999, later adding, “Songs from the 1980s make the best covers, which is why we also do the J. Geils Band’s ‘Love Stinks,’ Paula Abdul’s ‘Straight Up’ and ‘Beat It’ by Michael Jackson live.”
From the minute Alien Ant Farm started performing “Smooth Criminal,” they wanted to make it clear that they weren’t making fun of Michael Jackson. They loved the guy. “A lot of bands who do covers say, ‘Oh, we put our own spin on it,’” Mitchell once told the Los Angeles Times, “but I think that’s a cop-out because they can’t do it the original way. We tried to emulate the song as much as we could. We love Michael Jackson’s music.” This shouldn’t have been a big surprise considering that, beyond worshiping folk artists like Joni Mitchell, Mitchell was someone who adored melody more than metal. Deep down, he knew that the group’s growing fan base loved Jackson, too.
“[At our shows] I basically ask how many people like Michael Jackson, and, like, 50 people raise their hands,” he said. “Then I ask how many people don’t like him, and 5,000 raise their hands. Then I play the song, and everyone likes it. I think they just don’t know what they like.”
Alien Ant Farm had released their first album, cheekily titled Greatest Hits, independently in 1999. But after touring with another nu-metal mainstay, Papa Roach, they got signed to their label. Now all they needed was a producer. Unbeknownst to them, a producer had already decided he wanted to work with these guys without ever meeting them.
“It was 1999, and it was the very first time I saw Papa Roach play,” says Jay Baumgardner, a producer, engineer and mixer who had worked on records for Korn and Slipknot. “I was invited to this show in Riverside. Alien Ant Farm was supposed to be on the bill with Papa Roach. But, it turns out, they were on tour in Europe, and I guess they got delayed and couldn’t make it.”
Baumgardner wasn’t that familiar with Alien Ant Farm — he’d go on to produce Papa Roach’s multiplatinum 2000 breakthrough album, Infest — but Alien Ant Farm still made an appearance that night. Before Papa Roach’s set, the venue played music over the loudspeakers — and that’s when he heard a demo of Alien Ant Farm’s cover of “Smooth Criminal.” Baumgardner was blown away. “I walked up to the DJ, and I was like, ‘Who’s this?’ And she was like, ‘Alien Ant Farm, duh.’ And then about a month later, after I’d produced Papa Roach’s album, Papa Roach’s A&R guy, Ron Handler, called me and said, ‘This band, Alien Ant Farm, I think I should sign them.’ I said, ‘Yeah, they do that cover of Michael Jackson. It’s incredible. I think it’s a hit.’ And he said, ‘Would you do the record if I sign them?’ I said, ‘Yeah!’”
This was a heady time for both Baumgardner and nu-metal. Replacing grunge and alternative rock as the era’s preeminent rock sound — while moving away from those genres’ more introspective qualities for a more aggressive, even bro-y head-banging vibe — nu-metal was spawning mega-hits like Korn’s Follow the Leader, Limp Bizkit’s Significant Other, Linkin Park’s Hybrid Theory and Staind’s Break the Cycle. And they were all being recorded at NRG Studios, which was owned and operated by Baumgardner. “We were sort of the epicenter of that genre,” he tells me. “We were kind of in the middle of that whole deal. We had a lot of hits on the radio about that time.”
So it made perfect sense that Alien Ant Farm would team up with the nu-metal hit-maker. (Plus, Baumgardner really liked Michael Jackson: “I loved Thriller and Bad,” he tells me. “Actually, one of my best friends was the assistant engineer on Thriller.”) The band knew it was going to record “Smooth Criminal,” but a lot of the rest of their second album was up in the air when they met with Baumgardner.
“There was no formula,” Mitchell later recalled. “We went in and did two songs with Jay. We decided we were a good team with him. We took a month off and started writing like crazy. We were in a rehearsal studio right across the street from the recording studio which Jay owns. He’d come over from across the street every day and watch what we were doing. We wrote as much as we could in those 30 days.”
“It was always my philosophy that we sort of focus on everything,” Baumgardner says. “We put a lot of care into everything. The singles became the singles, obviously. But it wasn’t like we didn’t put extra time into everything.” He recalls that the recording of “Smooth Criminal” was rather straightforward. “They walked in with that. I really can’t take much credit for what happened in that song — it was pretty there to begin with as far as I remember. I did a lot more work on other songs on the album. That one, they pretty much walked in and we recorded it.” For Baumgardner, the trick was that Jackson’s original song was so good. “It’s a great song,” he tells me. “You can say a lot of things about Michael Jackson — and people have — but he was a great songwriter.”
Alien Ant Farm were concerned, though, about having it be the first single off their upcoming album, which had been bestowed with the punny title ANThology. “They didn’t want to be a one-hit-wonder type of band,” Baumgardner tells me. “That’s a double-edged sword, because they knew that was going to be a hit. Everybody knew that. But they didn’t want to get pigeonholed: ‘the band that did the cover song.’ So they wanted other songs to come out first.”
Baumgardner, who also mixed ANThology, gave the album the same tight, punchy sound that was so common for nu-metal acts of the time. And to do that, he relied on a then-relatively new technology that was revolutionizing recordmaking: Pro Tools, a software program that allows artists to digitally alter or merge individual elements of different takes. “We were able to chop things up and edit things,” Baumgardner says. “Linkin Park epitomized what you could do with Pro Tools in rock. The sound of the 2000s was Pro Tools. Everybody got their shiny new Pro Tools rig and overused it a bit.”
When making “Smooth Criminal,” Baumgardner “edited it pretty tight.” Basically, he was drawing from different instrumental and vocal tracks and splicing them together for maximum impact. As a result, producers like Baumgardner helped crystalize nu-metal’s sonic aesthetic, creating glistening, taut songs that were incredibly crisp but lacked the warmth of earlier music that was recorded on analog. But in the case of “Smooth Criminal,” the Pro Tools aesthetic amplified Alien Ant Farm’s surgically precise, bone-crunching approach to a pop song. Jackson’s gift for hooks combined with the band’s visceral guitars and brash attitude: It sounded like the future of rock.
Still, Alien Ant Farm decided to go with another track, the fairly straightforward hard rock song “Movies,” as ANThology’s first single. Released in January 2001, it peaked at No. 18 on Billboard’s Modern Rock Tracks — a respectable showing, but hardly earthshaking. Then, without the band’s knowledge, a rock-oriented New York radio station (then known as WXRK) started playing their cover of “Smooth Criminal.” And people started requesting it. So the station kept playing it.
“We didn’t know what to think at first,” Mitchell said near the end of 2001. “We didn’t necessarily want to break on a cover song. We just went with it, though, hoping that it would be more of a blessing than a disaster.”
The band decided they might as well shoot a video. And much like how Baumgardner stumbled upon the demo while killing time at a concert, the man who directed the “Smooth Criminal” clip happened upon the band randomly. “I happened to be living in New York at the time, and I was in the gym,” says Marc Klasfeld. “And I heard [‘Smooth Criminal’]. It must’ve been one of the first times it played.”
By that point, Klasfeld was already an in-demand video director, primarily working with hop-hop artists such as Nelly, Rakim and Insane Clown Posse. But he loved the cover. “As soon as I heard it, I just started laughing. I saw the sense of humor in it. I just thought it was hilarious that a metal band was covering Michael Jackson. It was perfectly within my sensibility, because I love metal and I love Michael Jackson, and I love a dark sense of humor. There was so much there for me that hit me in that one moment.”
Klasfeld was so jazzed by what he heard that he did something very out-of-character — he called the label to ask about working with the band. “I was shooting a lot of videos that year,” he tells me. “Some really popular videos. About 99.9 percent of the time, artists or record labels come to me to ask me to do a video or ask me for a treatment.”
He found a receptive audience, and soon he and the band were preparing to shoot, even though Klasfeld can’t remember all the details now of how the clip came together. “I can’t remember why,” he says, “but we had to put a wrestling ring in the video because it was part of a TV show or something? So, we ended up having them perform in a wrestling ring, which made absolutely no sense to anything that we were doing.”
Indeed, the clip, which was filmed in the San Fernando Valley, features the foursome rocking out in a ring and also hanging out on a suburban street. Interspersed throughout the video are homages to Michael Jackson videos and other minutiae. References to “Thriller,” “Beat It,” “Black or White” and, of course, “Smooth Criminal” litter the video, as well as a chair made to look like the singer’s sequined glove — not to mention a chimp to represent Jackson’s infamous pal Bubbles.
“Obviously we’re not that glitzy,” Corso told MTV at the time, “so we just want to tastefully take the stuff that’s cool in his videos and apply it in our own dirty little backyard way. We wanted to have a kind of Gummo vibe to it — the backyard and kids getting all dirty and grubby and jumping off abandoned cars and shutting themselves in refrigerators.”
“We definitely wanted to have respect but have fun with it, and I think it does,” Klasfeld says today. “I mean, I think the video and the song both have a deep reverence for Michael Jackson, yet there’s a little bit of a wink to it all, where we’re definitely having a little bit of fun with all of the iconic things around Michael Jackson.” Later in our conversation, when thinking back on the video’s impact and a completely different cultural outlook today, he adds, “Back then, there was a lot less controversy about Michael Jackson. I know people are trying to erase these artists from memory, but I try to still enjoy the music. I know, though, that’s a lot more difficult for most people these days.”
For all the Jackson riffing in the video, Alien Ant Farm didn’t possess MJ’s moves. But Klasfeld figured out a workaround. “Through my choreographer at the time, I found this little white kid who was able to dance just like Michael Jackson.” The kid was Bobby Edner, an actor, dancer and musician, who’s gone on to roles in Spy Kids 3-D: Game Over and the Veronica Mars television series, as well as being part of the short-lived boy band Varsity Fanclub.
“I auditioned for the part,” Edner writes via email. “I was very young, maybe 12 or 13 years old, but I remember having to freestyle for the audition. Some of the dancing in the actual music video was freestyled, while some of it was choreographed.” Edner had been copying Jackson’s dances from the age of 5. “I toured around with Nike, Reebok and Sketchers doing dance convention shows,” he says. “Dancing was my first love.” He remembers having a blast on the “Smooth Criminal” set, which ended up having some surprise guests. “The coolest thing was that, on my shoot day, NSYNC dropped by. They were huge at the time, so I remember that being a really big deal.”
To heighten the MJ verisimilitude, Klasfeld had Edner wear one of Jackson’s trademark surgical masks while dancing — which initially made executives nervous. “We submitted the video,” Klasfeld recalls, “and then, at some point, it came back to us that Michael Jackson loved the video, but we had to reshoot it without the mask.” So, Klasfeld brought Edner back and shot his sequence over again, sans mask. In the official Alien Ant Farm “Smooth Criminal” video, Edner is wearing the mask, although footage of the mask-less Edner still exists on the internet.
So what really happened? Klasfeld has no idea. “I heard that Michael Jackson really loved the video,” he tells me. “I don’t know what’s true there.” Meanwhile, according to Mitchell, “[Jackson] was kind of bummed when we sent the video over first, because the little kid is wearing the mask. He said he really liked the video and the song but he didn’t like that the kid was wearing the mask. So we reshot the video without the mask, and then he came back and said he liked it with the mask.”
Klasfeld spent two days shooting the video — an extra day was needed to reshoot Edner’s scenes — and enjoyed hanging around the band. “They had a ton of personality, particularly the singer,” he says, “and that really shown through with all those situations and things that I gave them.” The director would spontaneously come up with ideas on the set, like fitting an extra with devilish contacts as a nod to the freeze-frame ending of the “Thriller” video. “I just had these weird ideas,” he says. “I even made my art director make a fork Mohawk for that guy.”
Naturally, Klasfeld had to have the band members recreate the original “Smooth Criminal” video’s anti-gravity lean. “We actually had a crane with wires that hooked into the backs of the vests they had on under their shirts. When they’d lean, the wire was the thing holding them up. Then in post-production, with the magic of visual effects, you erase the wires and clean up their shirts, which was a very hard task back then. It’s easier to do nowadays. But we erased all of it, and voila, it looks like they’re leaning.”
Soon after, Klasfeld would shoot a new video for “Movies” in the hopes of reintroducing that single to listeners. But by the time “Smooth Criminal” was released in the summer of 2001, it was clear which song would be the bigger hit. Alien Ant Farm’s cover reached No. 23 on Billboard and topped the Modern Rock Charts. (It went to No. 1 in Australia and No. 2 in Ireland.) The video was a staple on MTV, and it even helped boost Edner’s profile. (The scene-stealing dancer performed at Jackson’s 45th birthday party in 2003 at the Orpheum in L.A. “I got to meet him,” Edner tells me. “It was a pretty big show. I sang, danced and rapped, and he gave my group a standing ovation.”)
At the end of 2001, the influential L.A. alternative-rock station, KROQ, listed “Smooth Criminal” as the year’s fourth-biggest hit, right behind System of a Down’s “Chop Suey” and ahead of Incubus’ “Drive.” Alien Ant Farm even got to play The Tonight Show With Jay Leno, where Mitchell was decked out like an American flag, wearing a red-and-white striped outfit and painting his face blue with white stars.
ANThology went platinum, and Alien Ant Farm found themselves garnering unexpected new admirers. (The band’s publicist at the time informed them that Jermaine Jackson was a fan and wanted to talk to them.) And there were whispers that the band and the King of Pop himself might hook up on a project. “I heard rumors that he was going to maybe do a TV appearance with them,” Baumgardner tells me. “Like an MTV award thing or something, but that never happened.” (Even though Alien Ant Farm were enjoying commercial success, they weren’t unaware of Jackson’s increasingly toxic reputation. According to Guardian critic Dave Simpson, when the band played an early 2002 show at Manchester Academy, Mitchell introduced their hit cover by yelling to the crowd, “Do you guys like child molestation?”)
Before long, however, nu-metal’s prominence started to fade. By 2003, groups like Korn and Limp Bizkit were experiencing commercial declines, replaced by more garage-based rock from retro/primitive bands like the White Stripes. As for Alien Ant Farm, their brief time in the limelight coincided with tragedy. On May 22, 2002, the band’s tour bus crashed in Spain, killing the driver and injuring several others. Corso broke his ankle, while Mitchell suffered fractured vertebra and nerve damage.
The tour was canceled, and the band eventually focused on following up ANThology. But their next album, 2003’s TruANT (produced by Stone Temple Pilots members Dean DeLeo and Robert DeLeo), failed to capture the public’s imagination. Undaunted, Alien Ant Farm went back out on tour for the first time since the accident. “I broke my neck, and some days it’s really hard,” Mitchell said that summer. “I may have to try twice as hard to be on top of my game onstage, but if that’s what I have to do, I’m gonna do it. I have no plans to slow down.”
Still, Mitchell’s defiant words couldn’t stop the troubles that were coming the band’s way. In November 2003, Corso left the group in the midst of the tour. Then, when Alien Ant Farm tried to release their next album, their new label, Geffen, wouldn’t let it come out. “A lot of people from Geffen gave us the go-ahead and gave us the budget to make this record,” Mitchell said in 2006 of the album that ultimately became Up in the Attic. “We finished it, and basically, the people up top just said, ‘Hey, you know what, we’re really not even interested in rock and roll right now.’ They wanted to do hip-hop.”
The group didn’t put out another record until 2015’s Always and Forever, which barely made a ripple. By that point, Corso had rejoined the lineup but was in the midst of a malpractice lawsuit with Riverside Community Hospital, whom he claims left some gauze in his abdomen after a 2011 surgery for diverticulitis. Subsequent surgeries were needed to repair the damage to his intestines, and he was forced to use a colostomy bag for several months. “They took my life away from me,” Corso told The Press-Enterprise in 2015, later adding, “I’m never going to be able to work the way I used to. No dollar amount is going to make me feel better or healed.” A year later, he was pleading guilty to punching a fan at a concert in England. (The guitarist had been hit by something that he thought was urine, prompting him to jump into the crowd to find the perpetrator.)
As much as Alien Ant Farm hadn’t wanted to be labeled one-hit wonders — or a novelty act that got successful because of a cover — that seems to be the hand they’ve been dealt. To that end, Mitchell was looking back on the band’s fluke hit with mixed feelings as early as 2006:
“Everything was really fast. I kind of expected that song — not in like a bragging way — I just sort of knew that song was going to do really well. We were really kind of bummed when that song came out. I guess it’s our own fault and doing. I mean, we put it on the record, but we hadn’t intended it to be a single. Dreamworks [their label at the time], they’re smart, they knew the potential that song had and kind of threw it out without our consent. It’s hard to bitch when your record is selling like crazy and you’re getting all this attention from it. We didn’t know, really, if we were happy or bummed about it. I’m glad in hindsight. It was a good thing for the band. But it just came so quick. It was fun, but I knew the attention we were getting — although I think it’s a really cool song as a cover — but I think it really stopped there. Most people don’t really dig deeper than what you see and what’s in front of you in the pop culture. I felt like we are a good band. People were positive with us, too. But I started to resent — that’s what you’re known for and that’s what it is — but it’s not our song.”
Jackson, of course, died in 2009 at the age of 50. Two years later, the band was asked to perform at a tribute show in Wales, “Michael Forever,” which also featured Christina Aguilera and Smokey Robinson. They accepted the invitation, playing “Smooth Criminal” and the Thriller track “P.Y.T. (Pretty Young Thing).”
“I honestly think it would be extremely hard for me or any of my bandmates to really express how much of an honor it was for us to be included in the ‘Michael Forever’ concert in Wales,” Corso later said. “It was literally one of the most exciting and surreal moments of our careers. We are very taken by the fact that the Jackson family would keep us in their minds and include us in this special opportunity to pay tribute to the King of Pop alongside so many people that loved him.”
Today, Alien Ant Farm are still around: This month, they’re playing a series of dates across Europe with P.O.D. and Dead Girls Academy. They declined to be interviewed for this piece, but perhaps they know that their legacy will always be tied to Jackson’s — which is even more complicated now since new allegations of sexual abuse were leveled against him by Wade Robson and James Safechuck in the devastating Sundance documentary Leaving Neverland. (When Alien Ant Farm played a show in Newcastle in 2016 as part of a set of dates where they performed ANThology in its entirety, Mitchell once again described “Smooth Criminal” as “child molester music.”)
Underlining the awkward position the band now find themselves in, the satirical site The Hard Times ran a fictional news item earlier this year titled “Alien Ant Farm Hopes Everyone’s Cool With Them Still Playing a Michael Jackson Song”:
“‘We understand there’s a bit of a backlash against [Jackson] these days after that movie came out,’ said Dryden Mitchell, Alien Ant Farm’s vocalist. ‘We’re totally sympathetic, and the last thing we want to do is upset anybody. However, if we don’t play ‘Smooth Criminal,’ I’m pretty sure everybody at the Boyd County Fairgrounds is gonna be pissed. As you can see, we’re in a bit of a pickle.’”
I never could find out if Michael Jackson had, in fact, heard Alien Ant Farm’s “Smooth Criminal,” and if he’d liked it. For his part, Mitchell always believed the King of Pop dug their cover. “I would be amazed if Michael Jackson just heard the song, even if he said he didn’t like it,” he said in May 2001, right as the band was getting ready to blow up. “But we heard through the grapevine that he really dug it. My first concert was Michael Jackson at Dodger Stadium when I was like 10 years old. I was a huge fanatic, and I never stopped being a fan.”
Baumgardner, too, is pretty sure that’s the truth. “You know, I’m sure he did,” he tells me. “Because he certainly cashed the publishing checks.”