Novus Opiate Seclorum

Section G: “Undertow”

Released 6 April 1993; Certified Gold and 2X Platinum by the RIAA. Peaked at #50, according to Billboard.

Certified Triple Platinum by the Recording Industry of America on 15 April 2021.

Track Listing:


Prison Sex



Crawl Away

Swamp Song




G1. What is on the cover?

Depends on when and where you got your copy. For the first handful of years, certain retailers weren’t happy with TOOL’s artwork, so the band decided to substitute what they wanted with a giant barcode. They did, however, include a letter to the fans on the inside that gave directions on how to get the proper artwork. The note said this:

“It came to our attention recently that many stores across our fine and open minded nation would not stock Undertow because of our explicit artwork. Although we loathe being censored, we want your money* we still want you to hear our music, so we took it out. However, it is available to you at no extra cost. Fill out the form, stick it in an envelope, mail it in, and we will send you the original artwork. Love, Tool”

If you’re lucky enough, or unlucky however you may look at it, you may still find the “Barcode Version” even today.

The proper artwork, however, is of a photo of a sculpture of a rib cage that was created by Adam. (Loraine Gennaro, Tool Guitarist Adam Jones is a Master if Many Trades, 1994)

G2. What is going on with the artwork on the inside?

Photos in the liner notes of a nude obese woman, a nude thin man, and the band members with pins in the sides of their heads generated controversy, resulting in the album being removed from stores such as Walmart. The band reacted by releasing another version, which depicted a giant barcode on a white background.

The message on the photographs of the band members reads “Trust me trust me trust me trust me trust me I just want to start this over say you won’t go this is love I’ll make weapons out of my imperfections lay back and let me show you another way only this one holy medium brings me peace of mind cleanse and purge me in the water twice as loud as reason euphoria I’ve been far too sympathetic no one told you to come I hope it sucks you down life feeds on life this is necessary.” All the lyrics contained in the passage appear in this order: “Sober”, “Crawl Away”, “4°”, “Prison Sex”, “Flood”, “Undertow”, “Intolerance”, “Swamp Song”, “Disgustipated”. The only line missing is “I’ll make weapons out of my imperfections”, Maynard’s original lyrics for “Bottom” before they were modified by guest Henry Rollins.

(Richard Harrington; Keeping Those Covers Undercover; The Washington Post; 6 April 1994)(JR Griffin; Tool On Videos, Censorship, Art, and Why You Should Never Let A Guy Named Maynard Put You in a Cage; Axcess; 1994)

G3. What is this about a cow?

In some versions of the album, when the black CD tray is removed from the case, a picture of a cow licking what appears to be its genital region is revealed. In other versions of the album, released internationally, the picture of the cow licking the genital region is viewable without problems under a transparent backing of the disc case. The photo of the cow is accredited in the album’s liner notes to have been taken by Danielle Bregman. The ribcage is also on the front cover of the album, but the obese woman is absent from the booklet of the musical album; only the members of the band are depicted.

G4. I think I may have a special version?

No, but there have been slight variations over the years such as a clear CD tray; the cow picture is visible immediately, the cow picture in the booklet with no picture behind the CD itself, “Disgustipated” is track 10, 30 or 39, not 69, the cover has the words “Tool / Undertow” written across the top, the CD was originally black with the fork + pig, some are grey, the CD simply has Tool: Undertow written in silver on black and “Disgustipated” is part of track 9 and starts one minute after “Flood” ends.

G5. What’s with the “band positions” as listed in the liner notes?

Membranophones = Danny (drums, obviously)

Bottom Feeder = Paul (bass = low end)

Bastardometer = Adam (“bastard”)

Mostresticator = Maynard (“most rest”)

G6. I have figured out that those words are lyrics, but what’s with “I’ll make weapons out of my imperfections”?

See question G2. 

G7. Is that a bong hit right before “Intolerance” starts?

Could be. We may never know for sure. 

G8. “Prison sex” isn’t exactly about prison sex, is it?

Despite its blunt title, “Prison Sex” is actually about the cycle of sexual abuse. “People are really turned off by the name of the song,” Keenan told Axcess in 1994. “Instantly they think of San Quentin … being buggered by your cell mate. It’s not about that at all … and it’s not saying that sodomy or sexual abuse is in any way OK. It’s not. It’s just a story of someone who is having it happen to them now because they’re fucked up, because they don’t know how to deal with past abuse.”

“A lot of times when a child is sexually abused they put it out of their mind,” Jones added in the same interview. “Then they grow up and they don’t understand this unrest that they have in them. They turn to different ways to try to channel it. They become alcoholics or become codependent or whatever. So what our video deals with is someone who has that happen to them. To channel it, they sexually molest another child. … In the song, it talks about ‘I become full circle.’ And that’s what that means. This happened, I grew up and now I’m doing it to someone else. That’s why it’s written from the antagonist’s point of view is like, ‘This is what happened to me.’”(Axcess; 1994)(Rolling Stone; April 2018)

G9. Did they edit “Prison Sex” for radio play?

Yes, the edited version has him saying “blood on my hands”, not “shit, blood and cum on my hands.”

G10. I’ve heard that they played a different version live?

Supposedly, it is called “Prison Sex (O.T.R.M.)”.

G11. So, why do they call that version “Prison Sex (O.T.R.M.)”?

They haven’t officially said, so we may never know.  But a fan theory claims that it means “Over the Rainbow Mix”. 

G12. What is “Sober” about?

Adam has said “the song and video are based on a guy we know who is at his artistic best when he’s loaded. A lot of people give him shit for that …. You can do what you want, but you have to take responsibility for what happens. If you become addicted and a junkie, well, that’s your fault. ” (Guitar World; 3/94).

G13. I’m pretty sure there is some muffled screaming?

Yes, there is. While it was thought to be a production error for some time, it turns out that it is just Maynard being Maynard. 

G14. They edited “Sober” as well, didn’t they?

Yes. Instead of singing “Jesus … fucking whistle” he says “Won’t you try and whistle”. 

G15. So, what the hell is going on in the video for “Sober”?

In a 1994 interview in BAM magazine, Maynard had this to say:

“BAM: What’s wrong with that little man?

MJK: What’s wrong with him?

BAM: Yeah. What’s he looking for?

MJK: That… place, I guess.

BAM: Will he ever find that place?


BAM: Maybe yes? Maybe no? Crapshoot?

MJK: Crapshoot.”

G16. I swear, about halfway through “Bottom,” that sure sounds like Henry Rollins. 

That’s because it is. 

G17. When I seen them live, I am pretty sure Maynard said something else during that spoken word part?

Yes he probably did. Maynard seems to like to change the lyrics a lot. There are two different known versions, the Henry Rollins version that is featured on Undertow, and the MJK version as heard live.

The two versions are as follows:

HR: “If I let you, you would make me destroy myself. In order to survive you, I must first survive myself. I can sink no further, and I cannot forgive you. There’s no choice but to confront you, to engage you, to erase you. I’ve gone to great lengths to expand my threshold of pain. I will use my mistakes against you. There is no other choice. Shameless now. Nameless now. Nothing now. No one now. But my soul must be iron, ’cause my fear is naked. I’m naked and fearless, and my fear is naked. “

MJK: “You’ve left me no choice but to go inside and rebuild what’s broken. Too much, too far, too late to lie down now. I must arm myself to fight you by making weapons out of my imperfections. It’s all I have left. There’s no other choice. I’m shameless, nameless, nothing, and no one now. But my soul must be iron for my fear is naked. I’m naked and fearless. But I’m dead inside. You see… shit adds up, now I’m dead inside. Hatred, weakness, and guilt keep me alive at the bottom.”

G18. What is that catchy tune right before “Crawl Away” begins?

It is part of the song “Fiestas De Mi Pueblo” by Suenos and is performed by the Peruvian Flute Band. (Thanks for the heads-up, Paul Linn and Ian Martin!)

G19. Is that a Ted Nugent line in the middle of “Crawl Away”?

Yes, that is the chorus from a Ted Nugent song: “Stranglehold”.

G20. Is Maynard saying something at the beginning of “Flood”?

He says, “Here comes the flood…”

G21. What’s with that message at the end?

Supposedly, Maynard’s landlord called and left that message, hence the liner notes’ credit: “phone message: bill the landlord.”

William Charles “Bill” Manspeaker has since admitted that it was, indeed, him who left that message that was used toward the end of the song. 

G22. So, “Disgustipated” isn’t actually track #10?

No. It is track 69 on most domestic pressings. It may be track 10, 30 or 39, though.

G23. Wait, hold up. What does “Disgustipated” actually mean?

The term “Disgustipated” was first coined in a Popeye [the Sailor] comic book in the 1930’s and was used to express a combined feeling of disgust and exasperation with a situation involving Olive Oyl. Since the situation was obviously resolved by Popeye eating spinach, we can conclude that this song was possibly intended to promote vegetarianism. Or, more likely, it could just be a cool song with a funny title.

Paul D’Amour, Tool’s first bass player, described this song to M.E.A.T. Magazine as “getting together three pianos and shotguns smashed with sledgehammers and recorded to a six beat.” Presumably this is why Rollins Band guitarist Chris Haskett is noted in the album’s liner notes for “sledge hammer.” Another story in Revolver Presents: TOOL expands on this, saying that the band shot up two pianos with shotguns in the indoor parking lot of the recording studio and put these sounds in the song.

An article in the November 1994 issue of BAM Magazine claimed that this song was inspired by Tool’s May 1993 performance at Scientology’s Celebrity’s Centre. TOOL apparently didn’t know the venue was the home for Scientologists, and they got confrontational when they found out, with Keenan baying like a sheep at the audience.

G24. I heard that a majority of the songs on this album had already been written by the time they recorded. Is this true?

“At the time we did Opiate, we had probably about half the songs from Undertow written,” Jones told Revolver in 2013. “Someone at the label was like, ‘You guys gotta put out your heaviest stuff! That’s how you’re gonna get noticed!’ It took us a long time to figure out how politics work at a record company. [Laughs] That’s the money side of the fence, so there’s a different perspective. But obviously one helps the other. So we said OK. We picked the heaviest songs and did this, like, teaser record.” (Revolver; 2013)(Rolling Stone; April 2018)

G25. I heard that Maynard’s time in the film industry was an influence on this album?

According to Maynard: “I was busting my ass working on movie sets in Hollywood trying to survive,” he recalled. “Rent was high and there was a lot of weird hypocrisy that happens with both the film and music industries. There was a whole dog and pony show which I found very awkward. So, a lot of those original pieces were inspired by that kind of energy. The music was emotionally driven and very reactionary.” (Loudwire; 2015)(Rolling Stone; April 2018)

G26. Is it true that they shot up a piano?

Here’s a clip from M.E.A.T Magazine (May 1994): 

“Paul explains [Disgustipated] as ‘getting together three pianos and shotguns smashed with sledgehammers and recorded to a six beat.’ Funny how an ode to carrots could become so damn disturbing and guilt-laden.” 

In BAM Magazine (November 1994), the creation of the “Disgustipated” is explained: “In May 1993, TOOL performed at Scientology’s Celebrity’s Centre, apparently not knowing that this was the home of the cult. Once they found out, they were not taking it nicely. Between songs, Keenan, staring first at the lush grounds paid for by devoted L. Ron followers and then into the eyes of his own audience, bayed into the mic like a sheep looking for his shepherd’s gate. ‘Baaaaa! Baaaaa!’ the singer bleated.”

G27. I heard that Adam Jones stores a head in his freezer while they were making this album?

Not a human or animal head, if that’s what you’re thinking. He stored a rare vintage 1976 Marshall non-master volume bass head in his freezer to help preserve it. (Rolling Stone; April 2018)

G28. Did Henry Rollins owe them for a poker debt?

Remember that disclaimer regarding salt? Well, bear that in mind about what Maynard had to say: “He had a gambling debt for a while with us. He’s kind of a bad poker player. He lost a lot of money … like $3,000. Turns out he was losing the T-shirt money. He was borrowing from the merchandiser to play poker with us and he’s really bad at bluffing. So we pretty much nailed him, and that’s actually how we got him to play on the album.” (Musique Plus; May 1993)

G29. Is it true that Paul D’Amour wanted to play guitar on this album?

Apparently so. According to Danny, “Paul really wanted to be a guitar player early on. Even before we started on Undertow, he wanted to get another bass player in the band so he could play guitar. And we were all just like, ‘There’s no way we’re getting another a-hole in this band to deal with.’ But he really wasn’t happy with things the way they were. And that became more and more apparent over time.” (Loudwire; 2015)

G30. Okay, what’s with the pig?

Perhaps the most whimsical image in the whole package was the one on the back cover: a pig standing amid a small army of upright forks, with the word “undertow” shaved into its side. The shaved porker was actually Jones’ pet pig, Moe. As seen in a photo on Jones’ official Facebook page, Moe wasn’t actually shaved for the photo; the letters were added to the photo afterward . Also, according to the post, that was the closest Moe ever got to anyone’s fork; he apparently lived to a ripe old age on the desert ranch of Kyuss/Obsessed bassist Scott Reeder. (Rolling Stone; April 2018)(Adam’s Facebook post, @adamjonestool, 22 May 2012)