Martin Carr stayed up all night with the Gallagher brothers and couldn’t understand what they were banging on about. It was April 1994, the dawn of the Britpop frenzy, and the nascent Oasis were opening for Carr’s band, the Boo Radleys, at a festival in Glasgow. Carr had been enamored with the early demos from Oasis, with whom his band seemed to have everything in common—both young, hungry, crazy for the Beatles, and signed to Creation, the legendary British indie label run by Scottish power broker Alan McGee. Yet when he finally met Liam and Noel in Glasgow, Carr found them bewildering.

A 24-year-old rock visionary with a mop of curly hair, Carr, the Boos’ guitarist and primary songwriter, enjoyed talking endlessly about music and hunting down bootleg Beatles videos. “The Gallaghers were just into drinking, shagging, and being in a band,” Carr later told author David Cavanagh. “We stayed up all night talking about music, and we didn’t agree on anything.” On the Fab Four, in particular, they differed. “I was into the Beatles as a progressive band,” Carr recalled, “but they were just like: ‘No. Beatles. Mad for it.’ That was the most you could get out of them.”

The battle for the soul of ’90s British rock was, in some ways, a question of what it meant to emulate the Beatles. In his book The Creation Records Story: My Magpie Eyes are Hungry for the Prize, Cavanagh argues that a major appeal of Britpop was that it gave ’90s youth a sense of what it was like to live through the mid-’60s, the rush of witnessing the Beatles’ and Stones’ pop arms race in real time. Oasis literalized this connection, becoming Britain’s most popular group since the Fab Four by flaunting their Beatles love with plagiaristic glee—sporting mod cuts, covering “I Am the Walrus” constantly, nicking a Beatles harmonic progression on “She’s Electric” and the “Imagine” intro for “Don’t Look Back in Anger.”

But of all the bands associated with the Britpop boom, none embodied the Beatles’ chameleonic evolution and oscillation between populist and outré impulses better than the Boo Radleys. And none were more ill-served by the press’s attempts to fit them into marketable boxes. The menacingly happy singalong “Wake Up Boo!,” their only top 10 single, forever linked the Boo Radleys to Britpop’s Class of ’95, but even then, Carr called the song a “cynical” exercise in hitmaking and denied any allegiance to the Britpop movement. Its parochial yearnings for an idealized Britain confused him. “I liked Blur a lot,” he told Cavanagh, “but where they lost me was the patriotic stuff. I must have missed a nationalist meeting.”

The Boos’ masterpiece, 1993’s Giant Steps, offers a kaleidoscopic vision of a ’90s dream in which shoegaze, Britpop, and psychedelia all fused together as one—a fantasy version of the decade that never quite arrived. Its 17 songs travel far and wide, touching upon paranoid reggae (“Upon 9th and Fairchild”), serene indie-pop confessional (“Wish I Was Skinny”), ear-splitting noise eruptions with free-jazz flavor (“Leaves and Sand”), warped psych (“Spun Around”), fuzzy noise pop (“Take the Time Around”), and Human League-inspired anti-racist dance pop (“Rodney King”), all threaded together by the quartet’s earnest curiosity and melodic warmth.

It’s a marvel that an album so stuffed with ideas never sounds haphazard or juvenile; a wonder that the Boos’ conscious allusions to greats—including an album title borrowed from John Coltrane—didn’t get them laughed off as deluded egomaniacs. “I had a vision this time, to make an album that sounded big somehow,” Carr told Select, which would crown Giant Steps album of the year. “Just huge open plains, something like Bitches Brew. And things like the White Album or Daydream Nation, you just lose yourself in them.”

When the Boo Radleys borrowed from classic-rock titans, they were subtler about it than Oasis. Few would have caught that “I Hang Suspended,” an exquisitely noise-mangled pop gem, took its title from a Dylan lyric, or that Carr intended the squealing feedback on “Upon 9th and Fairchild” to evoke Jimi Hendrix’s treatment of “The Star-Spangled Banner.” But the Beatles love comes through loud and clear on “The White Noise Revisited,” a song that both describes and embodies music’s ability to lift your spirits when life feels bleak and gray. Its campfire singalong recalls the communal ebullience of “Hey Jude,” and when Simon “Sice” Rowbottom sings about listening to the Beatles after a crushing day at work, an unexpected “Yeah yeah yeah yeah!” emerges in the right channel, like an overheard morsel from the narrator’s life.

For the Boos, Beatles worship hit close to home—literally. Carr and lead singer Sice grew up in the English town of Wallasey, just across the river from Liverpool. As kids in the early ’80s, the two friends pretended they were pop stars, waving to imaginary fans, miming to records with tennis rackets. Eventually, they met their future bassist, Tim Brown, who taught Carr guitar. As a young adult, Carr served a brief stint as a civil servant for the Land Registry, but he drank gin every day and couldn’t shake his childhood dreams. With Sice and Brown, he formed the Boo Radleys in 1988.

Enamored with the loud, dreamy music that the UK press would call “shoegazing,” they released a little-heard debut, Ichabod and I, on a local record shop’s label in 1990. Its roaring guitars sounded charming but plainly imitative. They were trying to emulate My Bloody Valentine and the Jesus and Mary Chain. “The problem was, I think we were almost too good at it. And I think we were a better band when we missed things,” Sice said in a 2022 interview. “When we tried to be a bit like [MBV], I think we got it too close. It wasn’t us. It wasn’t really until Giant Steps until our stamp came through.”

The Boos got better fast and signed to MBV’s label home, Creation. On their second album, 1992’s Everything’s Alright Forever, they still specialized in fuzzed-out bliss but with atypical details, like a trilling trumpet or a piercing guitar solo, to distinguish them from the mass of My Bloody Valentine imitators. But it was “Lazarus,” a mind-melting single issued later that year, that revealed the full scope of the Brits’ ambitions. Nearly five minutes long, self-produced, and furnished with a kaleidoscopic intro that burbles and groans like a dub DJ going apeshit in the apartment below yours, it doesn’t release its tension until three minutes in, with a colossal fanfare of horns that feels less like a drop, in the contemporary parlance, than a euphoric lift-off.

It was the first time the Boo Radleys let their freak flag fly. “We went over the top,” Tim Brown told music journalist Ned Raggett in 1993. “We had the Beatles book out and we were trying everything. Cutting up the tape. All of Sice’s vocals were recorded on the roof.” In what later looked like an omen, the single won the admiration of critics and Creation brass but underperformed on the charts, peaking at No. 76.

The Boos included “Lazarus” on Giant Steps at the label’s insistence, in slightly remixed form; I only wish they hadn’t truncated the zonked-out intro passage. Its most obvious kindred spirit on the album is “Upon 9th and Fairchild,” an unholy marriage of reggae rhythms and noisenik guitar that should be a recipe for ridicule—shoegazing blokes attempting an actual skank, come on—but entirely works, thanks to the workmanlike versatility of the Boos’ rhythm section, bassist Brown and drummer Rob Cieka. Few shoegaze albums place this much emphasis on the low end; songs like “Upon 9th and Fairchild” and “Butterfly McQueen” boast deep, wobbly basslines.

Then again, is Giant Steps a shoegaze album? “Lazarus” had been a statement of intent, a signal that the Boos were sloughing off the confines of that press-invented genre, which makes it all the more ironic that they were soon saddled with another. But Giant Steps doesn’t really share the introversion or monolithic din of its shoegaze peers. It has the squalling, colossal sheets of guitars, most prominently on the quiet-loud blowout “Leaves and Sand” and the Bob Mould-inspired “Take the Time Around” (the Boos toured with Sugar in 1992), not to mention “Butterfly McQueen,” which culminates in mangled paroxysms of noise intense enough to cause a hapless mixing engineer lifelong tinnitus.

But where Loveless sounded impenetrable, almost machine-like in its sustained roar, Giant Steps sounds warm, human, communal, even symphonic at times. The noise and sculpted feedback are interspersed with cello, trumpet, flügelhorn, clarinet, and a Casio VL-Tone monophonic synthesizer. In the middle of “I’ve Lost the Reason,” a discordant build-up clears to make room for gushing woodwinds and sha-la-la-la vocals. “Thinking of Ways,” with its dreamy harmonies, labyrinthine horns, and skyward guitars, sounds like SMiLE by way of Ira Kaplan. Throughout the album, friends pop in for guest spots, with Pale Saints’ Meriel Barham lending vocals to “Rodney King (Song for Lenny Bruce),” Chris Moore handling trumpet on “Lazarus,” and a “load of mates” joining in for the swelling finale of “The White Noise Revisited.”

While writing Giant Steps, Carr was flooded with “a surge of memories,” he told Select, things he hadn’t thought about for years. He spent nights smoking Nepalese Temple Balls, writing songs, trying to make sense of his young life. It’s an album in which a preternaturally talented 24-year-old takes stock of the detritus of youth, sifting through it all for meaning. The nostalgic “Barney (…and Me)” revisits the childhood dreams Carr shared with Sice, while “Lazarus” evokes a quarter-life crisis of sorts: “When I start to think back/I feel like I’ve spent my whole life just kicking ’round/And not getting in the way,” Sice sings. The chorus is grandiose and wordless, filled with revelations too profound to translate into words.

That’s another thing that separates Giant Steps from its shoegaze lineage: the clarity of the vocals. Sice was blessed with a bright, almost McCartney-esque voice, all the better to sing Carr’s songs of memory, youth, and internal struggle. You can usually make out the words without straining, even when they’re laced with insecurity and self-doubt, which they are on the most radio-ready song, “Wish I Was Skinny,” a jangly gem infused with the yearning to be new and improved. It’s the kind of earnest, desperately needy song you only write when you’re young, but with an underpinning of sadness you appreciate when you’re older, old enough to understand that achieving these superficial dreams—to be thin, famous, whatever—won’t fill the emptiness you’re carrying around.

It’s a lesson Carr would learn two years later, when some pop genie granted his wish for fame and chart success. “I always thought that being a pop star meant that you left your real body and became somebody else,” he admitted to The Daily Telegraph in 1995. “But I don’t feel any different.” Even then, he sensed that “Wake Up Boo!” was “the worst record to have a hit with,” liable as it was to give listeners the wrong impression.

Trouble was, it was supposed to be Giant Steps that turned the Boo Radleys into stars, not a cheery fluke hit featuring Tom Jones’ brass section. Critics hailed the album. Though McGee was skeptical, Andy Saunders, Creation’s assistant press officer, considered it a work of genius and devised a plan to present Carr to the press as a Brian Wilson-esque auteur. NME proclaimed it the second-best album of 1993. In Melody Maker, Caitlin Moran gushed: “[S]urely to God, this is the band we’ve spent the last five years praying for? 1994 is the year they finally become the most important band since the Beatles.”

It’s fascinating to imagine the world in which that came true. But it was Oasis and Blur, not the Boo Radleys, who captured the British record-buying public. Giant Steps sold around 60,000 copies—an impressive showing, though not enough to rescue Creation from the dire financial straits in which it found itself by 1994. But then came Definitely Maybe, an exhilarating shot of sneering bravado and crackling guitars, which sold 440,000 copies in the UK alone that year, effectively bankrolling the label. Audiences wanted shit-talking brothers who hit each other over the head with tambourines, not Brian Wilson-esque auteurs. Those guys were rock’n’roll stars, and told you as much on side one, track one.

After Giant Steps, the Boos were left in debt and fearing they would be embraced by audiences only after they had broken up. A sea change was underfoot. A new Creation exec was spooking bands with marketing talk. Sony had bought a minority stake in Creation in 1992 and was pressuring the label to produce some chart-friendly acts. My Bloody Valentine had been dropped; tormented geniuses who threatened to bankrupt Alan McGee’s enterprise no longer seemed welcome on the label. Meanwhile, some bands that had earlier released foggy, shoegaze-inspired records, like Blur and the Verve, were pivoting to a brighter, poppier sound, with great success.

By 1996, there was believed to be an Oasis CD in one third of all homes in Britain, while the Boo Radleys frightened away their fair-weather fans with the scabrous and highly underrated C’mon Kids. If Wake Up! was a sunny morning jaunt, C’mon Kids was a dark night of the soul. In My Magpie Eyes are Hungry for the Prize, Cavanagh estimates that the album lost the Boos 100,000 fans. They disbanded in 1999, destined to be remembered as a cult act to those in the know and, unfairly, a one-hit wonder by many others.

I say unfairly, because how many so-called one-hit wonders made an album as transcendent as Giant Steps, not to mention the two excellent ones that followed? But despite the romanticization of the ’90s as a nonconformist wonderland after the pop-metal homogeneity of the ’80s, the decade wasn’t always kind to bands who didn’t fit into media-manufactured genres or scenes, bands who shape-shifted and morphed and subverted classification.

“I think we confused people from album to album,” Sice told me in 2022, recalling how even McGee never quite seemed to get the band. “Our model was the Beatles. No two Beatles albums are the same.”

What Giant Steps has in common with the Beatles’ masterpieces is that it rewards endless, obsessive listening. Get lost inside this album and you will find things—sonic Easter eggs, buried instruments—you never knew were there. Did you ever notice the Wilsonian harmonies in the a cappella break in “Barney (…and Me)” are singing “Faye… Dunaway!”? Or that the ghostly, backmasked voice we hear in the album’s shape-shifting fade-in, singing backwards over forward-running tape, is actually saying, “Boo be with you”? (Neither did I, until Sice revealed this nugget during an online listening party.)

In all its noisy glory, the album conveys a sense of mystery. Mystery both in the overarching How did they make this? sense and mystery in the micro sense: What are the cryptic koans and speaker-panning giggles of “One Is For” meant to mean? What is that choral sample that blurts in and out during the raucous final minute of “I’ve Lost the Reason”? What does “Rodney King (Song for Lenny Bruce)” have to do with Lenny Bruce?

That sense of intrigue is part of why Giant Steps remains such a potent statement, a defining artifact of a singular moment when it was impossible to tell where shoegaze and Madchester ended and Britpop began. It’s an album that peers into the space between youthful yearning and adult malaise and fills it with bleary-eyed infusions of noise, melody, and psychedelia. Hey, what’s that sound? Do you remember?