Don't Worry Baby

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"Don't Worry Baby"
Don't Worry Baby cover
Demo by Rivers Cuomo
Album Alone II
Recorded March 1993
Length N/A
Label Geffen
Writer(s) Brian Wilson and Roger Christian
RC# 156
Producer Rivers Cuomo
Status Released
Rivers Cuomo song chronology
"Speed Wax (If I Fell)"
(RC# 155)
"Don't Worry Baby"
(RC# 156)
"Punk Rock Girl"
(RC# 157)
Alone II track listing
"Come to My Pod
"Don't Worry Baby"
"The Prettiest Girl in the Whole Wide World"

"Don't Worry Baby" is the second track from Shut Down Volume 2 by the Beach Boys, written by Brian Wilson and Roger Christian. It was covered by Rivers Cuomo in 1993 and released as the eleventh track on Alone II.


In the liner notes to Alone II, Cuomo notes that recording this cover was an attempt to help form his own sound. He had previously employed a gritter singing-screaming sound for his vocals but noted that he had more of a "choir boy" sound. He used "Don't Worry Baby" as a template for honing his own sound and style - substituting the sound of the original with Weezer's familiar chugging guitars and adding a guitar solo.

In the lyrics, Cuomo uses, "And makes me want to cry," instead of, "And makes me want to drive," in the original.

Cuomo also recorded a cover of the Beach Boys' "Surfer Girl" around this time, perhaps for similar reasons.

Liner notes

By 1993, I had zeroed in on the kinds of melodies and chord progressions that I loved the most. One reason for this was my discovery of the Beach Boys and the Beatles' music. I had discovered The Beach Boys' Pet Sounds album in a shop called Record Surplus on Pico Boulevard near the Weezer house in West L.A. I had gone there looking for a "classic" album to buy and to be influenced by. I narrowed down the selection to Pet Sounds or the first Led Zeppelin album, without knowing much about either album or either artist, and then, for some reason, chose Pet Sounds. But for that choice, my life could have turned out very differently, for Pet Sounds came to have a great influence on my writing and singing. And Pet Sounds led me to all the other Beach Boys and Beatles albums.

One day in March, I sat in my bedroom, transcribed the 5-part vocal harmonies to the Beach Boys' "Don't Worry Baby" (Track 11) and then moved to the garage and recorded a quick demo of the song, Weezer style, with crunchy, down-stroked guitars. I loved the oblique motion of the main melody line moving around within the more static background melodies. And the verse melody totally knocked me out–"Well it's been building up inside of me for, oh, I don't know how long"–the wild combination of long and short notes, straight and syncopated rhythms, articulated and melismatic phrases, the big leap down a fourth and the leap up a minor 6th. This seemed to be the exact type of melody that I wanted to write and that I felt destined to write: grand, operatic, dramatic, Romantic. Soon I perceived these types of melodies emerging in my own songs, like "Buddy Holly" and "Holiday", much to my satisfaction.

Live performance

Cuomo performed "Don't Worry Baby" with an A Capella ensemble in Hollywood for the website Stereogum. Cuomo posted a youtube video on December 4, 2008 asking any interested A Capella groups contact him.



  • Rivers Cuomo – lead guitar, lead vocals, percussion, rhythm guitar, bass guitar


Well its been building up inside of me
For, oh, I don't know how long
I don't know why
But I keep thinking
Something's bound to go wrong

But she looks in my eyes
And makes me realize
And she says don't worry baby
Don't worry baby
Don't worry baby
Everything will turn out alright

Don't worry baby
Don't worry baby
Don't worry baby

I guess I should've kept my mouth shut
When I started to brag about my car
But I can't back down now
Because I pushed the other guys too far

She makes me come alive
And makes me wanna drive
When she says don't worry baby
Don't worry baby
Don't worry baby
Everything will turn out alright

Don't worry baby
Don't worry baby
Don't worry baby

She told me baby, when you race today
Just take along my love with you
And if you knew how much I love you
Baby nothing could go wrong with you

Oh what she does to me
When she makes love to me
And she says dont worry baby
Don't worry baby
Don't worry baby
Everything will turn out alright

Don't worry baby
Don't worry baby
Don't worry baby

See also