Lady Gaga's 'The Fame' Turns 10: The 10 Best Demos, Rarities and Outtakes From Her Early Years

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Lady Gaga appears onstage during MTV's Total Request Live at the MTV Times Square Studios Aug. 12, 2008 in New York City.

It was 10 years ago today (Aug. 19) that a fairly unknown singer-songwriter altered the course of pop music forever. Lady Gaga released her debut album, The Fame, in Canada, and her near-ubiquitous takeover of pop was just getting started. Within months, her songs “Just Dance” and “Poker Face” would become ginormous radio smashes, both hitting No. 1 on the Billboard Hot 100.

The world soon went goo-goo for Gaga as she affirmed the unifying power of pop while celebrating all the wonderful weirdness it has the capacity to convey. Whether it was her ability to write the hell out of a chorus or the thrilling theatricality of her performances, including her "Paparazzi" spectacular at the MTV VMAs, Gaga reset the expectations for every pop player, spooking fellow artists and giving everyone a kick up the ass.

Despite some editions of The Fame sitting at a lengthy 16 tracks, she wrote and discarded many, many more along the way. According to Gaga, she worked on the album for two and half years before it came out. “I think you've really got to allow artists' creativity to marinate,” she told MTV U.K. in 2009. “It took me a while, but really delving into myself, I finally got it.”

Given that we’re now living in a world where online leaks are frequent and routine, much of what was previously in the vault has found its way on to the internet in some form or another. Whether they’re unfinished demos, low-quality snippets or fully fleshed-out bangers, the sessions for The Fame paint a portrait of a razor-sharp artist flexing her creativity while still exploring and defining her artistic persona. So to celebrate a decade of The Fame, Billboard has picked the best 10 demos, deep cuts and rarities that never made the album's final cut

“Glitter and Grease”

Fans believe this sparse R&B-inflected song was inspired by Lady Gaga’s relationship with DJ/club promoter Lüc Carl and his love of his car, a watermelon-green Chevrolet El Camino that gets a shout-out in the first verse. Although it was never released, those who managed to catch the second iteration of the Monster Ball Tour (and it’s accompanying HBO special) will be familiar with this song. It’s quintessential early-Gaga kitsch: lyrics that glamorize the unglamorous, with the kind of sing-song-y verses and coquettish vocals that showed up all over The Fame.


If you’re an Isla Fisher fan — or at least a fan of bad rom-coms — you’ll have heard “Fashion” during a particularly exciting discount-shopping moment in the 2009 film Confessions of a Shopaholic. Heidi Montag even recorded a version of this song, although it failed to appear on her album Superficial. Yet Gaga never totally disowned the song, including it some concerts and since licensing it out to other TV shows. The track itself is as camp as they come, with Gaga name-checking a number of designers and demanding all the finest threads. She would later record a song called “Fashion!” for her fourth album, Artpop, which is equally (if not more) fabulous.

“Retro Physical”

It’s a real shame that “Retro Physical,” recorded in 2007 with producer Noize Trip, was left on the cutting room floor when Gaga put together the tracklist for The Fame — it slaps hard. Mixing the absurdity of “LoveGame” with the flashes of Blondie from “Summerboy,” the track is a propulsive disco banger. There’s even a middle-eight that uses a melody similar to that of “Paparazzi.” What “Retro Physical” represents, perhaps, is a fascinating sketch of various songs that ended up on The Fame — rough melodies and ideas stitched together in Gaga’s quest for pop perfection.

“Take You Out”

If you’ve ever wanted to hear Lady Gaga cover of Ace of Base’s “The Sign,” look no further than “Take You Out.” Co-written and produced by Martin Kierszenbaum — better known by his Cherry Cherry Boom Boom moniker — the song evokes the Swedish quartet’s ‘90s hit in the chorus. Gaga revealed in 2011 that she wrote the song for an artist to use a World Cup song, and it’s easy to understand why she perhaps didn’t want it for herself: The production is already similar enough to The Fame’s island-tinged bop “Eh, Eh (Nothing Else I Can Say),” and besides, Gaga would later do a better Ace of Base impression with Born This Way’s “Alejandro.”


“Vanity” hints at the direction Gaga would head in with Joanne eight years later. Initially released in 2006 via her MySpace before eventually appearing on a promo edition of The Fame in the U.S., the song was purportedly left off the final release because of its theatrical lilt. It would later make its way into the world as a free download both on Rhapsody and through a Live Nation promotion. Lyrically, it reflects the celebrity-indebted narcissism that inspired much of The Fame, while musically it draws from ‘70s glam rock and jazz — a combo only Gaga could pull off.

“Blueberry Kisses”

If “Vanity” was too jazzy for The Fame, “Blueberry Kisses” feels like it should have been a bonus track on a remix edition of Cheek to Cheek. According to Gaga, the song is about coffee and oral sex (obviously). She’s also said the “muffin” line in “Poker Face” was inspired by a line in “Blueberry Kisses.” “[That song] was about a girl singing to her boyfriend about how she wants him to go down on her,” she once told The Daily Star. Contradictorily, songwriter Wendy Starland suggested that the song was actually about how its co-writer, Rob Fusari, and Gaga used to eat blueberry pancakes. Knowing Gaga, the truth is probably somewhere in between.


Most likely recorded around the same time as “Just Dance,” “Freakshow” — co-written by Akon and produced by RedOne — is very of its time. Not like that’s a bad thing, however: “Freakshow” takes aspects of the kind of spacey R&B popularized by Timbaland and outfits them with Gaga’s knack for writing hooks. Its may not have been a successful endeavor, but it proves that, even on less musically ground-breaking tracks, Gaga was still trying to take pop music to its next destination.

“Fooled Me Again” (also known as “Honest Eyes”)

While “Fooled Me Again” was featured in the short film The Fame: Part One, it was excluded from the final tracklist of The Fame — perhaps because, as fans speculate, it concerns the same breakup that inspired a different album track, “Brown Eyes.” It’s a shame, though, because the dramatic piano ballad would have been a standout moment during the softer, acoustic sections Gaga often employs during her live shows. Perhaps as a treat to fans she can bring back the song during the “Jazz and Piano” shows of her Las Vegas residency.

“Future Love”

“Future Love” is another Gaga-at-the piano moment, but if you’re expecting an emotional ballad, look elsewhere: This one’s all about sex, and — some space-travel metaphors aside — Gaga doesn’t play coy. She wants her man and isn’t afraid to tell the world on this track, which she performed live on The Fame Ball tour but has never officially recorded. Gaga has said that, because fans already knew it and sung along to all the words, it was as complete as it could be. Mother Monster knows best, after all.

“Shake Your Kitty”

Before anybody was strutting to RuPaul’s “Kitty Girl,” Lady Gaga was telling everyone to shake their kitty like no one was watching. The song’s rock-and-roll feel was a little out-of-bounds for the slick aesthetic of The Fame, but the track offers another revealing look at the various directions Gaga considered while mapping out her debut and plotting her path to becoming one of pop’s most exciting players. (You could argue, however, that it was also an early taste of what was to come on Gaga’s most recent record, Joanne.)