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The foundations for what would become the Velvet Underground were laid in late 1964. Singer/songwriter/guitarist Lou Reed had performed with a few short-lived garage bands and had worked as a songwriter for Pickwick Records (Reed described his tenure there as being "a poor man's Carole King"). Reed met John Cale, a Welshman who had moved to the United States to study classical music upon securing a scholarship. Cale had worked with experimental composers Cornelius Cardew and La Monte Young, and had performed with Young's Theatre of Eternal Music, though was also interested in rock music. Young's use of extended drones would be a profound influence on the band's early sound. Cale was pleasantly surprised to discover that Reed's experimentalist tendencies were similar to his own: Reed sometimes used alternative guitar tunings to create a droning sound. The pair rehearsed and performed together; their partnership and shared interests built the path towards what would later become the Velvet Underground.
Reed's first group with Cale was the Primitives, a short-lived group assembled to issue budget-priced recordings and support an anti-dance single penned by Reed, "The Ostrich", to which Cale added a viola passage. Reed and Cale recruited Sterling Morrison—a college classmate of Reed's at Syracuse University—as a replacement for Walter De Maria, who had been a third member of the Primitives. Reed and Morrison both played guitars, Cale played viola, keyboards and bass and Angus MacLise joined on percussion to complete the initial four-member unit. This quartet was first called the Warlocks, then the Falling Spikes. The Velvet Underground by Michael Leigh was a contemporary mass market paperback about the secret sexual subculture of the early 1960s that Cale's friend and Dream Syndicate associate Tony Conrad showed the group. MacLise made a suggestion to adopt the title as the band's name. According to Reed and Morrison, the group liked the name, considering it evocative of "underground cinema", and fitting, as Reed had already written "Venus in Furs", a song inspired by Leopold von Sacher-Masoch's book of the same name, which dealt with masochism. The band immediately and unanimously adopted the Velvet Underground as its new name in November 1965.
The newly named Velvet Underground rehearsed and performed in New York City. Their music was generally much more relaxed than it would later become: Cale described this era as reminiscent of beat poetry, with MacLise playing gentle "pitter and patter rhythms behind the drone".
In July 1965, Reed, Cale and Morrison recorded a demo tape at their Ludlow Street loft, but without MacLise because he wasn't reliable enough to be tied down to a schedule and sometimes would only turn up to band practice sessions when he wanted to. When he briefly returned to Britain, Cale attempted to give a copy of the tape to Marianne Faithfull, hoping she'd pass it on to Mick Jagger, lead singer of The Rolling Stones. Nothing ever came of this, but the demo was eventually released on the 1995 box set Peel Slowly and See.
Manager and music journalist Al Aronowitz arranged for the group's first paying gig—$75 ($570 in 2016 dollars) to play at Summit High School, in Summit, New Jersey, opening for the Myddle Class. When they decided to take the gig, MacLise abruptly left the group, protesting what he considered a sellout; he was also unwilling to be told when to start and stop playing. "Angus was in it for art", Morrison reported.
MacLise was replaced by Maureen "Moe" Tucker, the younger sister of Morrison's friend Jim Tucker. Tucker's playing style was rather unusual: she generally played standing up rather than seated and had an abbreviated drum setup of tom-toms, snare and an upturned bass drum, using mallets as often as drumsticks, and rarely using cymbals (she admits that she always hated cymbals). The band having asked her to do something unusual, she turned her bass drum on its side and played standing up. When her drums were stolen from one club, she replaced them with garbage cans, brought in from outside. Her rhythms, at once simple and exotic (influenced by the likes of Babatunde Olatunji and Bo Diddley records), became a vital part of the group's music, despite Cale's initial objections to the presence of a female drummer. The group earned a regular paying gig at the Café Bizarre and gained an early reputation as a promising ensemble