Live at Max's Kansas City

The Velvet Underground signed a two-album deal with Atlantic in early 1970 and released their fourth studio album, Loaded, in November 1970. By the time of its release, singer/guitarist/main songwriter Lou Reed had left. The rest of the band stayed together, with bassist Doug Yule moving to vocals and guitar and Walter Powers being drafted in to play bass.

This line-up did a tour of the United States and Canada promoting Loaded. As the band still had a contract for another album, they wrote and played new songs eventually to be included on it. Atlantic had lost faith in the band's commercial prospects and, wanting to cut their losses after the disappointing chart showings of Loaded, decided to release an archive live recording instead.

The tapes that would later become Live at Max's Kansas City were recorded on August 23, 1970, by Andy Warhol associate Brigid Polk on a portable cassette recorder. While they were recording Loaded, the Velvet Underground held a nine-week engagement (June 24 – August 28, 1970) at New York City nightclub Max's Kansas City, playing two sets a night. Polk recorded almost everything happening around her at the time, and this happened to include her attendance of the last concert that Lou Reed played with the Velvet Underground. She recorded both the early and the late set. Later that year, Atlantic A&R employee Danny Fields heard the tapes and submitted them to his superiors, who accepted the recordings and in 1972 decided to make an album out of them. The line-up at the concerts consisted of Reed, Yule, lead guitarist Sterling Morrison and drummer Billy Yule, the younger brother of Doug Yule; regular drummer Maureen Tucker temporarily left the group several months earlier when she became pregnant with her first child, Kerry "Trucker" Tucker.

Originally, Live at Max's Kansas City was a single album distillation of both sets re-sequenced and edited by Lou Reed and Atlantic staff producer Geoff Haslam to reflect the band's loud and quiet sides, respectively. On August 3, 2004, Warner Music re-issue label Rhino Records released a two-CD Deluxe Edition that contains both sets in their entirety in their original running order. The songs were recorded on a mono recorder using a simple ferro musicassette in a small venue, resulting in tape hiss and an audience often drowning out the quieter bits of music.

Author Jim Carroll can be heard speaking on the album, ordering drinks and inquiring about drugs between songs as he was the one holding the microphone.

All tracks written by Lou Reed except as indicated.

The Velvet Underground

• Sterling Morrison – lead guitar, backing vocals
• Lou Reed – vocals, rhythm guitar
• Doug Yule – bass guitar, backing vocals, lead vocal on "I'm Set Free", "Lonesome Cowboy Bill", "Who Loves the Sun", "I'll Be Your Mirror", "Candy Says" and "New Age"
• Billy Yule – drums, cowbell

• The Velvet Underground Web Page
• Max's Kansas City's Official Website