When Megadeth bassist David Ellefson unleashed his full-length solo debut Sleeping Giants in 2019, few knew what to expect from the journeyman four-stringer. Joined throughout by vocalist Thom Hazaert and a staggering array of very special guests (Chris Poland, Ron 'Bumblefoot' Thal, Darryl 'DMC' McDaniels), the group surged ahead, quickly earning a reputation as a top tier live act via relentless touring. Armed with a veritable tidal wave of momentum, the duo began assembling an all-star-laden covers compilation that would ultimately become the oft-mighty No Cover (2020). Recently, Ellefson and Hazaert, always men of many words and interesting stories, were kind enough to speak with us regarding, among many other things, the group's smoldering, Al Jourgensen (Ministry) and Charlie Benante (Anthrax)-fueled take on the underrated Cheap Trick staple “Auf Wiedersehen”.

Todd: How did you and Thom first become 'acquainted'? Was there an introduction or did it happen organically?

David: “Thom reached out to me in 2005 to participate in a Shocker movie soundtrack documentary that he was doing for Shout! Factory. We had met previously about ten years before that when I had been working for Peavy doing artist relations. He was managing (Nü-Metal icons) Chimaira at the time, so we had a brief acquaintance. And then 2015 got us back in touch. I had just Produced the group Doll Skin and had started an imprint under EMP (Ellefson Music Productions) and that really got it going. Thom said 'Why don't we build a label together?' From there came the coffee company and then the re-launching of Combat (Records), the solo band and now putting out records and signing me back to my alma mater of Combat Records. It's been a fun journey, for sure.”

Todd: Once you began conversing with David, did you immediately think you'd be working so closely together? From the perspectives of someone on the outside, that entire situation had to have been more than a little unreal.

Thom: “I had no clue. I had actually reached out to Megadeth management at the time and they had completely blown me off. I was friends with David on social media. I knew I couldn't do a documentary about the Shocker soundtrack without having Megadeth represented. I took a shot in the dark and reached out to David through Facebook and he hit me back and said 'Yeah'. It just started as a casual conversation. I was a really big Megadeth fan and we'd started talking. Our paths were similar. I had taken a self-imposed hiatus from the music business and done some film things and some more radio. I'd had a moment where I was like 'I'll do something else'. I was back into some things and we aligned on some things. And then it spiraled out of control, ya know? ...I definitely did not think 'Dude, I'm really going to get this guy.


We're going to start record labels and a coffee company, a book company, a movie company and eventually a band'. I thought 'Hey, it would be cool for the Shocker documentary and it all worked out. We had a good connection from the start and I had an inkling we'd do some business together and be friends. But only the universe knew what was in store for us. The cool thing is that I grew up a huge Megadeth fan. ...David does a lot of press, I do a lot of his publicity and I'm his manager, too. It was one of those serendipitous moments where it seemed like everything I'd done in my life had kind of trained me for that moment. I think there was just a lot of synergy. I understood the legacy of Megadeth and the history of the band, even in the way that David didn't on a certain level. I had that same perspective.”

Todd: Once the recording processes for No Cover officially began, did you have a list of different musicians you wanted to collaborate with? The musicians that were ultimately featured can only be described as 'Star-Studded'.

David: “It really wasn't and here's the thing. When Thom and I first came up with the song list, we then engaged Andy Martongelli (Arthemis, Power Quest) who's over in (Isola della Scala) Italy. The time zone difference was a big help because he would carve the tracks and then send the back over to us and Thom would record him. The Ellefson band is the core of the sound on the record. We had done a lot of work earlier this year with the David Ellefson Youth Music Foundation and we found that a lot of our friends were off the road because their tours and recording dates had all been canceled or re-scheduled, so we started hitting them all up to participate on this. It really became a way to keep everybody musically active and that was the core of it.


It wasn't to create an all-star record, it was basically to just keep our friends engaged. It's important that we keep everybody engaged in being creative and not go down into a spiral of depression because our careers were essentially sidelined for a year. That really was the impetus of this thing as we started getting all the tracks lined out, so (Broken Toys/Dangerous Toys frontman) Jason McMaster, Charlie Benante, (Megadeth/ex-Soilwork drummer) Dirk Verbeuren and (former Megadeth drummers) Chuck Behler and Jimmy DeGrasso getting people involved to keep our community united. And then this extra turn of events led to us being like 'We've got a record that has a star-studded cast', but it didn't start out that way. It became a feature that developed as we made a new record.”

Todd: Did you record any material that didn't end up making the cut for No Cover? With a total of eighteen songs, I would imagine you'd had a great deal of material recorded that couldn't be added due of time restraints.

David: “No. Eighteen was the entire amount. Initially, within an afternoon, Thom and I, over the course of one phone call, probably had a half a dozen songs. Then, the next day we were so excited about it, we came up with another half a dozen. The eighteen songs literally developed really within about a week to ten days. ...Initially, we we're thinking of maybe an LP worth. We didn't know it was going to turn into a double LP. At one point, we considered holding a couple of the songs back. But then we thought 'Why? This is the moment. If we're ever going to use these tracks, this is the moment', so we put everything on and everything turned out really, really well. It's not like we had a straggler that was like 'That didn't turn out that well. We'll hold it back'. Everything came out so strong we figured this is the moment for this record to happen.


The big surprise for me was Thom. He goes 'Hey, I was in the studio and we got all the tracks that we talked about done, but I got one extra bonus track'. And typical of Thom, he comes up with these great secrets, but he's so terrible at keeping them so he can't wait to tell me. He goes 'Dude, I called up (keyboardist) Tyson (Leslie) and we did a cover of “Beth”'. I went 'Oh, my God'. And dude, I tell you what. I was so fucking stoked because the one artist we didn't have on here is Kiss. And everybody that knows anything about me knows that Kiss was the impetus of why the three of us are on this phone call right now all these years later'. (laughs) I was so happy that he chose that song to do because it's an unlikely song, if there ever was one. Nobody covers “Beth”. It's so off the beaten path yet it was hands-down the most famous song Kiss did. And it was on Destroyer (1976), which was the first record I ever owned.”

Todd: How important was it for everyone to maintain a consistent tonality throughout the duration of No Cover?

David: “I remember when we first started Mixing everything, it was really important to set the tone right out of the gate. And (the singles) “Simple Truth” and “Over Now” that we pushed out (from the Ellefson Simple Truth EP, 2020) to a large degree that really set the bar where we wanted the sound of the band to be. And then it was a matter of really taking every one of these songs and letting them have their own detailed listening experience. Lots of times when you're making a record, you kind of plug in and use the same bass, the same bass tone, the same guitar and same guitar tone throughout the whole record. But this was one where every song really has its own personality. And deservedly so because we're honoring the artists who originally wrote them as well as the guests who performed them with us. And we are also setting the bars of what the sound of the Ellefson band is.”

Todd: In hindsight, what prompted you to record the “Beth” cover? With hundreds of options to choose from, I initially found it unusual that you chose to cover what is undeniably the 'least heavy' song in their entire catalog.

Thom: “I came to that point where we were at the end of the record. It was pretty much done, but then I realized we didn't have a Kiss song on it. And I've always loved “Beth”. I've always loved singing it and I'm always doing it a capella. It's funny because I was born in '75, so I grew up on '80's Kiss and David grew up on '70s Kiss. The second Kiss record I owned was Smashes, Thrashes & Hits, so I grew up on the Eric Carr version. Later, I went back and got Destroyer, got more in the '70s Kiss and became a Kiss fanatic. But I grew up on '80s Kiss, so my vocal is based more on the Eric Carr version from Smashes, Thrashes & Hits. But I realized we didn't have a Kiss song, so I hit up Tyson Leslie who plays with Vixen. He's a good friend of ours in Nashville.


I said 'This is random, but can you work up an arrangement for “Beth?” and within a couple hours, he sent it to me. I took it and sang a vocal over it with the voice recorder on my phone and sent it to David. I said 'I know this is crazy, but...' and sent it to him. He loved it, so I went to the studio, literally the next week, and knocked it out. Bumblefoot did some killer background vocals on it with me. ...A part of it also comes from that and we did a Kiss jam on the Megacruise last year with (Anthrax bassist) Frank Bello, (Anthrax guitarist) Scott Ian, Charlie Benante, (Testament vocalist) and Doro (Pesch), so it was really cool. Everybody has done their songs, so that's why I think we skipped the too obvious. When I came up with that song, I was like 'That's what we need to do.'”


Todd: Was it that Megacruise jam that led to Doro being featured on (the Queen classic) “Sheer Heart Attack”?

David: “I was thinking 'We got to get a female'. Of course, now that we've all watched the Queen movie, we know how (vocalist) Freddie Mercury just drove everybody crazy with the harmonies. There's a scene in where he's got (drummer) Roger Taylor singing that middle part of (the song) “Bohemian Rhapsody”. I have been in those type of situations where it's like 'Take it again, take it again. Do it one more time higher and softer' and you're driving somebody crazy trying to get that perfect take. Doro has a particular sound to her voice that's just not typical, so not only did it add the female component that I wanted to hear, but it's fucking Doro. ...Thom and Doro already sang on the Megacruise together, so I knew it would be amazing because they click together. ...One thing that really hit me, and it may not be obvious everyone listening to it, is there are some incredible vocal collaborations on this record. Yes, there's some Rock Star guitarists and some Rock Star drummers on it for sure, but there's also guys like (ex-Adler's Appetite, L.A. Guns and Lynam vocalist) Jacob Bunton, (Broken Teeth/Dangerous Toys vocalist) Jason McMaster and (Slaughter frontman) Mark Slaughter singing with Thom.”

Thom: “There are some vocal collaborations on No Cover that rival any of the Ariana Grande or Justin Bieber collaboration in the Pop world because a key part of the Pop world is they bring all these collaborators in. And you know the Metal people all look down on it like 'Oh, that sucks. They can't do it on their own', but you know what? This is a whole different spirit when you're bringing all these great vocalists together to create this unique sound. All the different vocal collaborations we have is probably the thing I'm the most proud of on this record.”

Todd: From an outside perspective, great deal of the pleasure derive from listening to No Cover comes from the various nuances that can be found on the track. That must've been an incredible amount to work for both of you.

David: “There were a couple of things like the Sweet Song (“Sweet F.A.”). It was fun to have (Slash Featuring Myles Kennedy And The Conspirators vocalist) Todd Kerns come in and sing on it. And having (Last In Line vocalist) Andrew Freeman sing (the Ozzy Osbourne classic) “Over The Mountain” was also great. ...As Thom was healing up (from a heart attack), there were some extra things like the Hammond organ on (the Nazareth classic) “Love Hurts”. ...For me, especially, as a guy who is known for my Thrash Metal pedigree, to be able to stretch out, break all those rules and add all these different things to this record was really fun. I feel like this was a situation where I really got to step back and Produce. We gave Alessio the Mixing credit because he was the one in there turning the knobs, but to sit back and really work and create the sound of this record... It was important, not just for this record, but for the sound of the Ellefson Band.


One of the things that Thom and I talked about is that we didn't want to come in all guns and blazing and just be a Heavy Metal band. If you listen to this record, it's not us doing down-tuned interpretation like Shadows Fall when they did Dangerous Toys cover (Teasin' Pleasin'). It was cool, but this isn't us tuning down. These versions are all pretty faithful. On some songs we took a little bit of liberty with, but I think it just makes it that much cooler. With a lot of these, we kept them pretty faithful to the tunings and the arrangements and I think that was super important to both of us. We were both adamant about it. We were like 'No, it's got to be like this. It's got to be found in the standard tunings' because we didn't want it all low and heavy. We really faithfully interpreted the songs, but put our energy on it.”

Todd: Another less than obvious choice was the Bachman-Turner Overdrive's “Not Fragile” (from Not Fragile, 1974). As a fan, I was pleasantly surprised to see you avoid the obvious choices like “Takin' Care Of Business”.

David: “A friend of mine had a vinyl copy of Not Fragile. ...He would do the needle drop on the vinyl and right away, there was this nice warm bassline coming out of the speakers. That was my first real introduction to bass. And then as I saw (Kiss bassist/vocalist) Gene Simmons playing it and I could hear it on the Destroyer record. “Detroit Rock City” has a really clever rip and that's how I got to know the bass. I didn't even know what the bass sounded like. I originally thought the bass was the distorted guitar because I had no idea what it sounded like. I'd only heard clean guitars from The Beatles and that type of stuff. ...Growing up in the Midwest, I was on the school bus route. My brother and I got picked up every morning every morning at 7:15 AM and we'd literally ride an hour until we got to Jackson (Minnesota) at 8:15. The bus driver would always listen to WLS-AM (890) out of Chicago and that was right when Styx came out with “Lady” and “Lorelei”, Sweet had “Fox On The Run” and “Ballroom Blitz” and Bachman-Turner Overdrive had “Hey You”, “Takin' Care Of Business” and “You Ain't Seen Nothing Yet”. That was the stuff I grew up on.


It's so funny because we're all Midwest kids. There was a venue down in Lake Okoboji (Iowa) right over the border from Jackson where I saw a lot of bands like Head East, Styx and Ted Nugent. Everybody cut their playing that circuit. They put so many miles in their early careers across the Midwest right where the three of us all grew up in Minnesota and Wisconsin, so there's a really cool throwback to that period of the '70's where these bands basically broke in America on Midwest AM and FM radio. I consider myself fortunate to have been part of that. To hear it and experience it all growing up.”

Todd: With the COVID-19 pandemic obviously directly affecting the number of shows and what capacity shows you can play, how difficult is it to plan something that's both entertaining and safe for you and all the audiences?

Thom: “We'll do an early show and a late show. I think you can be creative, but still be responsible, man. I think that's part of what it is. We're still going to do our VIP dinners, we're just going to do them in a more socially distanced manner. It's about how can we go out and still do our show, be responsible and not be assholes. Look, people need music. People need an escape, man. That's what music does for people and I think now more than ever, people need that. We're out on the front lines trying to figure out how to do that in a responsible way, but still be safe and still have fun. ...We already took the first step in that journey of figuring it out, and again, if there's a ton of demand, maybe we'll do two sets. Maybe we'll do an earlier set and then do a later one.


Who knows, man. No Cover was just born out of necessity. The great thing about someone like us is that we're a bit like Megadeth or another huge band, but those bands don't have that kind of flexibility. They can't really pivot and do something else. Because we're a smaller band, we can play all the smaller venues, ya know? We can do more limited, intimate stuff that gives a band like us a little bit of an advantage. Financially, we're not this huge machine that requires a huge capital investment to get it going. But also, when shit shuts down, it doesn't kill us in quite the same way, too. I think we definitely have those advantages in being a smaller, more flexible band where we can go out and do a club show and sell twenty-five or fifty tickets and still be really happy.”

Todd: With COVID-19 limiting what musicians have realistically been able to accomplish in a touring capacity, was it difficult to convince people to 'go out' and tour in support for No Cover? There is obviously a certain risk.

David: “Bumblefoot was happy to get out and play. I was really happy when Thom called me and said 'Dude, Bumble's all in. He's ready to go'. I was excited because Bumble is a lovely and sweet guy. Plus, he sang on so much of this record, to have his live presence, especially in the vocal department, is great. He is the lead singer from the band Asia now, so despite his amazing guitar abilities, he's got a ton of vocal presence all over the No Cover record. It's just great to have him on the stage. Our guitarist and drummer are Opus and Dave Sharpe from Dead By Wednesday, who are signed to Combat Records. ...We built this whole thing, everything that we done, by promoting from within. We grab talent from within our own cottage industry rather than always having to go to the outside. I think it helps give our own bands and our own label a good look when we bring them in to play. I've already been to the big dance a bunch of times over the years, so to see these guys pushing all of this out on Social Media makes me feel like a proud papa.


It's great to sit back and bring the young bucks in and let them get some of the experiences that I've been able to have over the years. ...All the love from the fans, their friends and their endorsements, it's exciting to see them working. There's a lot of great talent out there and I feel that through EMP and Combat Records and the artists Thom has signed to the label, he's really found the right people. Not only are they the right players and musicians, but they also have the right heart and right mindset to be willing to get down in the trenches, roll up their sleeves and do the work. Ultimately, even with all the great things I've been able to accomplish in my career, when you're starting something like the Ellefson solo band, you've still got to get down in the trenches work. ...I think we've got a really good team of people to do all that.”

Todd: At this point, do you have any idea what type of set list you'll be working with? You have a lot of choices.

Thom: “It's not going to be that dissimilar to the set list we did in Texas and Louisiana (last year) except we'll probably add in a couple more of the songs from No Cover. We're already talking about a few things that we wanted to maybe work in. We're a band who always calls audibles. We weren't even going to put (the Dead Kennedys classic) “Holiday In Cambodia”, but on the way to one venue, I was like 'I want to play “Holiday In Cambodia”', so we worked it out in the rehearsal room and it made its way into the set. ...Whatever we do, we're always evolving, always trying to take chances and we're always open to just change shit up and do something different. ...I think what we are doing is really new and fresh, but it's always evolving, too.”

Todd: As far as promotion is concerned, do you feel it's vital that a portion of the No Cover material is included?

Thom: “There's a good deal of the No Cover stuff. Obviously, “Simple Truth”, “Over Now” and “Vultures” and some of our other original material along with a Megadeth song here and there. But when we do that, it' s more about the deep cuts that Megadeth doesn't really play live like “Go To Hell” (from Hidden Treasures, 1995) This was all a happy accident, really. David asked me to come up and sing one night, so I did and then I was like 'Okay, tomorrow we're going to do this song' and that turned into what we did on the MegaCruise where we did a whole set of Megadeth songs. All of that led to us writing our own stuff and slowly it morphed into it's own thing. Now, we have all these songs from No Cover we have our own material and all this other stuff that we can play. ...And people react really well to our original stuff. People love “Vultures” and “Simple Truth” (from the Vultures EP, 2000), so I think the reaction to all of it has been really great. The reactions to No Cover has been huge. I love the mixes, and now that we have our own original songs, the No Cover stuff is really fun.”

David: “One of the things that I really like about No Cover is that we get to be the world's greatest cover band anytime we want now because we've got such cool songs to draw from and that's a credit to the artists who wrote the songs, obviously. Any time you're introducing a new group, which Ellefson is essentially, is you don't want to be like 'Hey, here's one from the new album' because then everybody leaves and gets a beer or goes to the bathroom, ya know? I feel like we've got great songs on No Cover record. They're songs that really draw people in. People get to celebrate this archival history of Rock 'N' Roll, Hard Rock and Heavy Metal because they're songs everybody knows and as soon as you start playing them. ...For the most part, when we started to play songs like “Holiday In Cambodia, not everybody in the audiences is going to be a Dead Kennedys fan, but there is something so special about that song that translates way beyond just a Punk Rock audience. As soon as we started playing it, it's like all the girls are singing the “Holiday In Cambodia” chorus. To me, that's a victory because you've got everybody engaged, singing the songs and rocking out People always ask me 'What's your favorite song to play?' and my answer is always 'Whatever one you want to hear us play', because, ultimately, it's about making the audience happy. I think that with the No Cover record, we've now got this really incredible platform to go out and make a lot of people happy with the live shows that we've been able to get out and play.”

Todd: Taking into consideration how much material there is to work with, it can't be easy to choose a 'static' list.

Thom: “The set list I picked out for these shows ended up being similar but still very different to what we did actually ended up playing. If I told you now what was in mind for these shows, it would probably change by the time it actually happened. It will be the same setlist you'd expect, but with a few more of the tracks from No Cover. ...The next time we tour, we're gonna have a studio record out, so we're going to be playing those songs. ...These shows are probably the only chance anyone is going to get to hear this much of the No Cover material.”

David: “One of the cool things about No Cover is why we even did it. We thought it would be fun if we had the opportunity to play these songs live and support this cover record. We have an amazing band and have a lot of fun playing music. When you play songs that people know, then it's fun, man. Next year, it shifts into serious gear as our next record comes out and we'll have all these amazing original tunes that we're going to be playing. It was fun to be able to go out and play, ya know? Growing up in the Midwest, I was always playing covers. ...Right before I moved to Hollywood, one of the guitar players in my band was writing music that was so complex, it went right over everybody's head. It was like that scene in (the movie) Purple Rain when the club owner says to Prince 'The only one who understands your music is you'. Then I moved LA and, of course, I meet (Megeadeth co-founder) Dave (Mustaine) who is an incredible songwriter that's created music that really connects with people. It was great to be able to go from being primarily a cover musician trying who was trying to write some original material to then starting Megadeth and be able to have that career. And now, all these years later, to go back and re-visit these cover songs as a fan more than anything else.


After having had all these years as a recording artist to go back in, bass in hand, and dig deep into the nuances and the detail of these songs and understand the heart of the songwriting... After you've made a lot of records, you start to almost second guess the turns that they're taking. You find yourself going 'Oh, I bet that transition there was something the Producer suggested because there's no way the band probably would've thought of that.' You get all these insights into these songs and I think that was really a lot of fun on this record. There's a couple things I was really on Andy about. I was like 'Dude you please re-cut that one guitar riff? I need it to sound a certain way.' Andy's an incredible guitar player, so he can play anything that you put in front of him exactly the way the artist originally played it, particularly the beginning of (the AC/DC classic) “Riff Raff”. It needed to have a certain tone and a certain attack because let's face it, it's fucking AC/DC, ya know? I remember when Max Norman was producing Youthanasia (1994), we were talking about doing some covers and he goes 'Man there's some covers you just don't go near because you'll never do them better than the original' He was talking about songs like (the Eagles classic) “Hotel California” and anything from Led Zeppelin and he was right, you just don't go there. On this record, there were a couple like “Sheer Heart Attack” where I remember standing in my backyard talking to Thom going 'Dude, I really want to do “Sheer Heart Attack”, but who the fuck is going to sing it?'. And Thom goes 'Dude, we've got Bumblefoot in the band' I was like 'Oh my God. Problem solved' So Bumblefoot busted out the vocals and Thom added the low gruffness he always adds and then I was like 'Oh, God, we've gotten it'.”

Select Discography

No Cover (2020)

Simple Truth (EP) (2020)

Sleeping Giants (2019)

Dystopia (2016)

Super Collider (2013)

Thirteen (2011)

The Reckoning (2008)

Metalmorphosis (2006)

A Drug For All Seasons (2005)

The World Needs A Hero (2001)

Risk (1999)

Cryptic Writings (1997)

Hidden Treasures (EP (1995)

Youthanasia (1994)

Countdown To Extinction (1992)

Rust In Peace (1990)

So Far, So Good...So What! (1988)

Peace Sells...But Who's Buying (1986)

Killing Is My Business...And Business Is Good! (1985)


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