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MTV Does Memphis

Craig Brewer's $5 Cover puts the Memphis music scene in the national spotlight.



Starting this week, the outside world gets an up-close look at the Memphis music scene — or at least one version of it — as Craig Brewer's 15-part series $5 Cover debuts simultaneously online and on MTV. The city also will see itself through Brewer's lens in a more dramatic fashion than ever before. $5 Cover presents a detailed, wide-ranging portrait of the people, places, and sounds that make up the city's Midtown-based music scene. Is Memphis ready for its close-up?

Shot last August with an entirely local cast and crew, $5 Cover has been in gestation for nearly a decade, first as a planned series of local indie films. Some cast members of $5 Cover, such as folk/blues singers Jason Freeman and Valerie June, participated in an aborted early shoot for what was then dubbed Bluff City Chronicles. Others, such as versatile roots-pop singer Amy LaVere and Makeshift Music founder/Snowglobe singer Brad Postlethwaite, were early inspirations. And others, most notably Two Way Radio singer Kate Crowder, came later to the story.

Ben Nichols
  • Ben Nichols

By the time Brewer launched the project last year, it had morphed into a web-based series of short films, rechristened $5 Cover, and backed by MTV New Media, whose lead executive David Gale had worked with Brewer when MTV Films purchased Brewer's breakthrough film, Hustle & Flow.

Gale says that when he took over MTV New Media, Brewer, who has specialized in music-centered filmmaking, was the first person he contacted. And Brewer took advantage of the opportunity by reimagining his pet project for the web, a medium whose interactivity proved to be a better fit for promoting the series' musicians.

What emerged was a series of 15 "webisodes," short films of roughly five to seven minutes each and starring a handpicked selection of Memphis musicians playing fictionalized versions of themselves. The interconnected stories play out against a backdrop of real and fictional Memphis settings — nightclubs, coffee shops, recording studios, etc. Helping fill out the story are a handful of local actors — most notably Brewer regulars Claire Grant, Jeff Pope, and Claude Phillips — playing entirely fictional characters.

Some of the featured musicians — LaVere, Postle-thwaite, Crowder, June, rapper Al Kapone, rap-rock oddity Muck Sticky, and Lucero frontman Ben Nichols — have significant, acting-intensive roles. Others (Harlan T. Bobo, the Tearjerkers' Jack Oblivian) just perform. Others, like Alicja Trout of the hard-rocking River City Tanlines, occupy middle ground, appearing in a scene or two and performing.

When $5 Cover was being filmed last summer, no one, including Brewer, had any notion that the little web series — budgeted at a miniscule $350,000 — would wind up on television. But when executives at MTV got a look at $5 Cover, that changed.

On the left: Jack Oblivian
  • On the left: Jack Oblivian

"They were saying they've never had anything [on MTV] that cinematic," Brewer says of the corporate reaction. "They're looking at their balance sheet, and they can't believe it. This whole series cost what one half-hour episode of their television usually costs, give or take."

"I've shown it to people who had no idea what they were going to watch and aren't even in the [target] demographic, and they couldn't stop watching," Gale says of the reaction to the finished project. "We have 15 episodes, and I thought they're going to tell me to stop, and they said, 'No, I want to watch the next one, and the next one.'"

For MTV, what Brewer and his Memphis collaborators provided was something that united the network's past — a focus on music — with its present reality-based, youth-oriented programming.

"A majority of their [current] programming is not related to music," Brewer says. "But the same guys who started MTV are still there, and they want to keep reinventing themselves and want to get back to the music. I think that $5 Cover gave them a little of what they already have in terms of semi-Hills-like drama every once in a while. But they really loved the music pieces."

Even though $5 Cover is making the unexpected leap to television — the full series will air, at least once, in five multi-episode, half-hour installments on MTV at 11 p.m. each Friday in May, while individual episodes, or "tracks" as they're dubbed, will be broadcast on MTV2 in some capacity — it is still seen as primarily a web-based entity.

In fact, Brewer and Gale both see the television component as essentially a marketing tool for, where users can not only watch the "tracks" but dig into a rich collection of additional content, including: a series of gorgeous artist documentaries directed by Memphis photographer/filmmaker Alan Spearman (who co-directed the Indie Memphis award-winning film Nobody); a large group of "Flipside Memphis" documentaries on various cultural topics from the Live From Memphis crew; music videos; artist interviews; and links to purchase music from $5 Cover stars.

It may well be that, as the television broadcast is essentially an advertisement for the site, the $5 Cover series itself is essentially an advertisement for the artists and places it features.

Brad Postlethwaite of Snowglobe
  • Brad Postlethwaite of Snowglobe

"Craig's intention was to say, 'This is the show, but here's also the reality of what's going on,'" Postlethwaite says. "The goal is to push what's really here."

Real People, A Real Place

$5 Cover isn't the only new web-based music series with high-profile backing. Like mall-cop movies and presidents Bush, these things apparently come in pairs. Beating $5 Cover to the web is Rockville, CA, produced for the television network the WB by The O.C. and Gossip Girl creator Josh Schwartz.

Two-thirds of the way through its web-only run, Rockville, CA is set almost entirely inside a fictional Los Angeles rock club and features professional actors playing fans and music-biz types in mini-dramas that play out in each episode against the backdrop of a visiting real-life band. Featuring copious demo-specific cultural references and what amounts to a blog-rock band of the week, Rockville, CA is artificial, trendy, and pretty much dated on contact. It makes for a highly instructional comparison to $5 Cover.

"There's the feeling that if you can somehow integrate new music into whatever project you're doing, you have a better chance of it being successful, or at least functional to the consumer, because [the entertainment industry] is trying to figure out new ways for people to discover music," Brewer says of the two projects appearing at the same time. "But we don't have any of that in $5 Cover — the music-business stuff — except the one part where two people are talking about starting a label. Otherwise, we're not getting into that because it's the antithesis of what we want this show to be."

If Rockville, CA's true subject is a very specific — and very limited — cultural moment, $5 Cover's subject is a city, or at least a portion of it.

"The thing that I loved the most about $5 Cover was that here was a filmmaker who came with a vision, and not only that but an experience — a personal understanding of this music scene," Gale says. "I think that $5 Cover, from its start, was meant to really give the viewer an experience of being a musician."

As anyone who's seen Brewer's previous work, particularly Hustle & Flow, knows, the filmmaker loves and respects music. And he appreciates it not just as art but as work — often collaborative work. The lone bluesman model may dominate south of the city, but in Memphis collaborative creation is at the very foundation of its cultural story. Memphians know, for instance, that "That's All Right" isn't just about Elvis Presley's genius. It's about Sam Phillips coaxing out the performance. It's about Scotty Moore's guitar line.

Craig Brewer
  • Craig Brewer

$5 Cover understands this too, and the vision of Memphis music that $5 Cover presents to the world — in stark contrast to the white, twentysomething, indie-rock-only world of Rockville, CA — is one of diversity. Young and old. Black and white. Men and women. Rockers, rappers, folk singers: everybody living together, working together, creating together. It's what Memphis looks like.

"I got some flak early on from people who said, well, the music is too different," Gale says. "It's not all hip-hop or all rock, and that's hard for people to get their heads around. It's got to be one kind of music or another. And my response was, that's not the way any city's music is. Any place you go that has a music scene has a diverse music scene. And that's the point: to experience the Memphis music scene."

Fittingly, the best parts of $5 Cover are the episodes and moments that get closest to the art and lives of the musicians involved, an intimacy that required a considerable degree of closeness and trust.

"We all knew each other," Brewer says. "There really weren't any question marks hanging in the air with anybody. We all felt like we were just hanging out together and working really hard. We'd quit filming and we'd all go to Huey's."

Though $5 Cover was not tightly scripted, Brewer developed storylines and characters inspired by the featured music and what he knew of the artists' lives.

"Before we started, I took everyone out to dinner individually," Brewer says. "They had to allow themselves to trust me, because we got personal."

It was that level of trust that made $5 Cover's complicated mix of real and fictional possible. Most of the musicians interviewed for this piece said they would have been apprehensive about doing the same project with an out-of-town MTV crew. And LaVere — as much the series' lead player as anyone and perhaps the featured performer most reticent about "playing herself" — says that would have been a deal-breaker for her.

"It wouldn't have happened. I wouldn't have done it," LaVere says. "I would never have done it if it wasn't for Craig. I trusted Craig."

Claire Grant
  • Claire Grant

"Whenever anyone approaches you with something like this, there's the knowledge that it could be a good thing or a bad thing, depending on how it's received," Postlethwaite says. "But I've always liked what Craig's done. I figured even if it didn't turn out well, I'd be happy to be a part of it because his intention was good."

Players' Ball

$5 Cover starts and ends with LaVere, who takes center stage in the lead "track," "A New Drummer," an episode about a cheating bandmate/boyfriend (a fictional character played by camera operator Brent Shrewsbury) that culminates in a studio performance of LaVere's "Killing Him." (The "new drummer" is Paul Taylor, LaVere's real-life drummer/boyfriend, who gets his own showcase in a later episode with a spellbinding display of his "multi-instrumental" talents.) It is LaVere's character who has the most involved storyline about the tension between day job and creative life (a recurring motif) and who also carries, alongside Grant, much of the series' romantic drama.

LaVere's character shares a house with roommates that include Grant and June, a traditional folk/blues singer who plays mostly a sidekick role until she sings a song in a later episode dedicated to deceased blues singer Jessie Mae Hemphill.

If any of the Memphis musicians in $5 Cover are likely to get a boost — nationally or locally — from the project, June and Crowder are good bets. A hidden gem locally, June is a striking figure both in look, with mountainous dreadlocks spilling over her lean frame, and sound, with a pure, gentle style that evokes the Carter Family and Mississippi John Hurt. And Crowder, who plays one of June's co-workers at Cooper-Young coffee shop Java Cabana, has one of the most engaging personalities and most compelling storylines in the series.

An elementary school teacher and married mother of two, Crowder is an unlikely player on the local music scene as frontwoman of the underdog indie-pop band Two Way Radio. Brewer roots Crowder's character in this personal past as a scene outsider making a tentative entry.

"They didn't sound like anyone else in Memphis," Brewer says of seeing Two Way Radio for the first time and becoming intrigued by Crowder. "When I went to see the show, I didn't know what Kate Crowder looked like. And here's this pretty, delightful woman sitting behind this keyboard at the Hi-Tone with about five people in the audience. For every Kate, I know there are 20 women who say, 'Damn it, if I had any balls, I would do what she's doing.'"

Crowder says she and Brewer didn't really talk about her character, who begins the series estranged from a husband uncertain about her musical ambitions and ends up in a flirtatious friendship with Muck Sticky.

"The character is pretty much like me. I think [Craig] got me," Crowder says. "Clearly in the show my character has problems that I don't, but they're universal enough that I didn't feel uncomfortable doing it."

The big difference is Crowder's husband, the real-life version of which, Corey Crowder, isn't at all reluctant about his wife's budding music career: He shares it as Two Way Radio's bassist. With Brewer wanting to write in a domestic dispute over Kate's music, Corey had to choose only one of his real-life roles: husband or bandmate. He chose the bass.

"They asked if I knew anyone who I wanted to be my husband. I thought about that for about a week and then called [producer] Erin [Hagee] and told her I didn't want to worry about the implications of that," Crowder says with a laugh.

Alicja Trout, with the River City Tanlines
  • Alicja Trout, with the River City Tanlines

With LaVere, June, and Crowder joined by the Tanlines' guitar-shredding frontwoman Trout, $5 Cover's vision of the Memphis music scene is probably more gender-balanced than the real thing. In this instance, hopefully $5 Cover can serve to impact reality as much as document it.

Standout Tracks

If the women — including Grant's fictional Muck Sticky dancer/Hi-Tone bartender/roller-derby daredevil/serial boyfriend changer — are at the forefront of $5 Cover, the two best individual tracks may be ones that focus on a couple of very different male performers: longtime indie-scene fixture Postlethwaite and local gangsta-rap icon Kapone.

Postlethwaite, who is currently in his third year of medical school at UT-Memphis, plays a character strongly rooted in his own bio, with a side job as an employee at the fictional "Packy's Recording" studio the only change. In his featured track, "Heart and Soul," Postlethwaite has to step in during a Snowglobe recording session when the studio's landlord (Claude Phillips) collapses in the control room.

The episode had Postlethwaite and Packy's Jeff Pope doing a dialogue scene en route to a hospital with Postlethwaite having to ad-lib medical lingo.

"Craig wanted me to list off a differential diagnosis of what this guy's problem may have been. But it was all on the cardiovascular system, and it was about two weeks before we were going to cover that in school, so I had to read ahead and try to do my best not to screw up the medicine. And I just completely botched it."

Not many viewers will be aware of the faulty diagnosis, of course. "Unfortunately," Postlethwaite says, "it's going to be all the people who are going to be giving me grades for the next year."

The Kapone-centered track, "Skills of the Father," is the one that really sold MTV on the series' television-worthy quality, Brewer says. In it, Kapone wakes up his real-life teen son (and aspiring rapper) AJ and makes the kid tag along on a (fictional) day job delivering mattresses before a post-work trip to Packy's studio.

"I knew that Al was wanting to do a lot with AJ," Brewer says. "I knew that that episode needed to be about a man laying it down for his son and being kind of hard on him. His son wants to be a rapper, but I think there's this attitude among young people that that's an easy route — music. Every time I see Al, he's working his ass off."

Harlan T. Bobo
  • Harlan T. Bobo

What likely impressed the suits about the episode is the effortless, virtuosic degree to which it moves back and forth across time in the course of an uninterrupted recording session of the Kapone song "Gettin' Mine," integrating Kapone's work and home life with his music in a way that sums up so much of what $5 Cover is about.


Even before $5 Cover began shooting, Brewer talked about it as a template for a new franchise — sort of a web-based, music-scene-specific, quasi-scripted answer to MTV's signature Real World series.

And now, even before $5 Cover: Memphis has gone public, the franchising of the concept appears likely, with Brewer as executive producer of any future $5 Cover projects.

"We are in the early stages of exploring other cities," Gale says. "We've looked at Seattle, New Orleans, Austin. We've talked to some of our international people. We need filmmakers from those cities, and we have to make sure it's a scene that has interesting characters. I think almost any city that has a thriving music scene has a filmmaking scene as well. We just have to find the right combination."

"There are people who play every weekend. They do what they can to record an album and get it in the record stores in their city," Brewer says. "They want people to hear their music, and they'd like to be able to pay their rent by doing what they do. I don't think that's unique to Memphis. And that's more of what the $5 Cover attitude needs to be — celebrate the people who are deciding to stay in their community and play for their community."

Beyond $5 Cover's future as a franchise, the biggest question for Memphis is what kind of impact it will have locally. On the film side of the equation, that's easier to answer: It's proven that a relatively serious, high-profile production can be done with fully local talent.

"In Memphis, we had this incredible collaboration with the film commissions, where they helped to subsidize training for people who hadn't done some of these jobs before," Gale says. "It's almost the model of a stimulus plan, if you ask me. We had a local filmmaker with a great concept and he ended up hiring everybody local even if they weren't yet at the level where they'd done that job before, because he convinced everyone to cooperate. As a result, we ended up training a lot of people to do jobs that I hope they will continue to be able to do. And all the money — all the money that came in from the outside, which was from us — stayed in Memphis."

Al Kapone
  • Al Kapone

The impact $5 Cover could have on the local music scene is harder to calculate. The obvious assumption is career boosts for the artists involved, but Brewer has been trying to temper expectations in that area and the artists involved seem to be of the same mind.

"I think that for some who were involved it will be a real positive and will do exactly what they need it to do," says LaVere, who tends to court an older crowd with her own music than MTV usually draws. "And for others, you know, it will have been a cool thing to have been involved in. For myself, I don't really know who watches MTV. I don't know that demographic."

June similarly wonders if the show's audience will coincide with her own.

"I don't have many expectations, because I'm a folk artist," June says. "I don't expect to be Beyoncé. I work a lot of jobs and wear many hats. But I have been getting a lot of contact from people outside of Memphis — shows, press, and other offers — because people know what's happening and what's about to happen. And I'm very thankful for that. That's more than I could hope for. Everything else is a blessing."

For Postlethwaite, whose band Snowglobe has had its share of tough luck, dealing with expectations has been a direct challenge because the band has a new EP coming out along with the series.

"It's been really hard to plan for it," Postlethwaite says. "It could be one of those things where we aren't prepared for the amount of records we're going to sell, and that would be bad. Or we could be over-prepared and end up disappointed — just have tons of records sitting around." Postlethwaite says the band has tried to find a middle ground.

"I'm worried that it being on MTV is going to put some unrealistic expectations in some of their eyes ... that, okay, well now the phone will start ringing," Brewer says of his musical cast. "But there are people already on MTV waiting for the phone to start ringing. It's bad out there for musicians to some extent."

Fittingly then, for a project so focused on Memphis, the biggest local impact of $5 Cover may be internal.

"What I would like," Brewer says, when asked what impact he hopes $5 Cover will have on the city's music scene, is for "more people in Cordova or Bartlett to maybe come see these people. I've been playing this to people who say, 'I had no idea that that music was in our city.' I've played the series for people and they've said, 'Where is there a roller derby in Memphis?' That makes me excited. Go to the roller derby. And by the way, that's the River City Tanlines. Click here and buy their music."

Valerie June
  • Valerie June

With all the focus on $5 Cover presenting Memphis to the rest of the world, Brewer suggests that the biggest benefit could come from promoting Memphis to itself.

Where to Watch:

$5 Cover's world premiere is Thursday, April 30th, at Malco's Paradiso theater.

The first three-episode installment of $5 Cover debuts at 11 p.m. Friday, May 1st, on MTV. Four subsequent installments will air each Friday in May.

Episodes online launch simultaneously with their television debut at, which also will feature all of the project's ancillary content, including "Flipside Memphis" documentaries and "$5 Cover Amplified" artist profiles. (Much of this additional content also will be available at,, and

The week of Wednesday, May 4th, will be a

$5 Cover-themed week on MTV2.

For more on $5 Cover, including outtakes from this story, a critical review of the series, coverage of Thursday night's premiere, and more, see Sing All Kinds, the Flyer's new film/music/pop-culture blog at

Meet the Musicians

A rundown of $5 Cover's featured players:

Harlan T. Bobo

The Skinny: The Midtown rock bard who appears — in full "Man Who Laughs" makeup — during a performance at the Hi-Tone Café in Track 3.

On Tap: Bobo's third solo album for the local Goner label is due this fall.

Cody Dickinson

The Skinny: North Mississippi Allstars drummer and Hill Country Revue bandleader appears in an abbreviated Track 10 as one of the Claire Grant character's many musician boyfriends. The not-for-television director's cut concerns a vibrator, an electrical cord, and Dickinson's own amplified washboard. Look for that on the eventual DVD release.

Muck Sticky
  • Muck Sticky

On Tap: Dickinson pulls double-duty at Minglewood Hall Friday, May 22nd, on a North Mississippi Allstars/Hill Country Revue double-bill that will also serve as a CD-release party for Hill Country Revue's debut album, Make a Move.

Jason Freeman

The Skinny: Longtime Bluff City Backslider and blues/folk ace appears briefly playing at a backyard barbecue/pool party in Track 13.

On Tap: In addition to a burgeoning partnership will fellow $5 Cover mate Valerie June, Freeman has lately been showing off a new band, the Midtown Lowdowns, featuring drummer Angela Horton, guitarist Robert Allen Parker, and bassist Khari Wynn. The band plays Earnestine & Hazel's Saturday, May 2nd.

Jack O. & The Tearjerkers

The Skinny: Local garage-rock institution plays a scalding set at Earnestine & Hazel's in Track 6 as character drama unfolds around the bar.

On Tap: The band's latest album, The Disco Outlaw, comes out on Goner Records Tuesday, May 5th, with a record-release show at the Hi-Tone Saturday, May 9th.

Valerie June

The Skinny: Folk/blues singer plays Amy LaVere's roommate/friend before stepping into the spotlight with a performance in Track 13.

On Tap: June plays every Sunday, 1-3 p.m., at Fresh Slices in Midtown. She and Freeman will play a set of children's music at the Cooper-Young Night Out Thursday, May 7th.

Al Kapone

The Skinny: Local rap legend and Hustle & Flow songwriter is featured alongside teen son AJ in standout Track 5.

On Tap: Kapone recently opened for Fall Out Boy and 50 Cent in Baltimore and has other East Coast shows lined up in conjunction with the $5 Cover launch. Look for a Young AJ mix tape scheduled to hit the streets May 1st.

Amy LaVere

The Skinny: After a supporting role in Brewer's Black Snake Moan, bass-playing roots-pop singer LaVere has a leading role here, taking center stage in Track 1 for an in-studio performance of her song "Killing Him."

On Tap: LaVere and band will miss the $5 Cover premiere after heading out this week on their third Norwegian tour. LaVere has a new EP, Died of Love, out now, and plans to be in the studio in November to record her third full-length album.


The Skinny: One of the city's most successful rock-and-roll bands, Lucero perform at Young Avenue Deli in Track 9, which features frontman Ben Nichols taking Claire Grant on a motorcycle trip across the bridge to his native Arkansas.

On Tap: The band has been at Ardent Studios recently working on its major-label debut for Universal Records.

Muck Sticky

The Skinny: The rap-rock prankster/marijuana spokesman gives a colorful New Daisy performance in Track 2 before falling for Two Way Radio's Kate Crowder.

On Tap: Muck Sticky plays the Memphis in May Beale Street Music Fest on Saturday, May 2nd.

River City Tanlines

The Skinny: Riff-rocking trio fronted by Alicja Trout provides the soundtrack to a roller-derby melee in Track 11.

On Tap: The Tanlines play Murphy's on Madison on Monday, May 4th.


The Skinny: Perhaps the city's signature indie-rock band for most of the past decade, co-bandleader Brad Postlethwaite's balance of music and med school is the subject of Track 8.

On Tap: The band's new EP, No Need To Light a Night Light on a Night Like Tonight, is due out this month.

Paul Taylor

The Skinny: Multi-instrumental wonder shows up as Amy LaVere's "new drummer" in Track 1 but shows off his full array of skills as the featured performer in Track 7.

On Tap: Taylor's new album, Share It, is due May 26th.

Two Way Radio

The Skinny: Eight-piece indie-pop band is a sunny, orchestral outlier on the local rock scene. Frontwoman Kate Crowder is a lead player in $5 Cover, with Crowder and the band performing "Carrie Rodgers" at Java Cabana in Track 4.

On Tap: The band is working with $5 Cover music supervisor Scott Bomar for a full-length release on his Electraphonic label, due out this summer. The band plays the "Bands Not Bombs" benefit at the former Galloway Church in Cooper-Young May 9th.

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