The band planned to re-record most of the songs from the Smart Studios sessions; "In Bloom," "Lithium," "Pay To Play" (now rewritten and retitled "Stay Away"), "Immodium" (now retitled "Breed"). "Polly" would be taken straight from the Smart sessions, and remixed. The band was also working on new material, including the song that would be their break-through single, "Smells Like Teen Spirit." The band first played the song in public in one of their last small scale shows in Seattle, April 17 at the O.K. Hotel. To a packed house, Cobain introduced the band by proclaiming, "Hello, we're major label corporate rock sell-outs,"the crowd cheering in response. "Teen Spirit" was still obviously a work-inprogress; though the melody was worked out, but the only part of the Iyrics that would survive was the chorus.

A week before recording started, Vig received a demo tape from the band, "a really really raw boombox cassette recording," he says. "It distorted so badly that you could barely make out what they're playing. I still have that cassette somewhere." Recording began in May at Sound City Studios in Van Nuys, California. It was the first time Vig had worked with Grohl. "Kurt had called me up and said, 'I have the best drummer in the world now. He plays louder and harder than anybody I've ever met.' And I'm like, 'Yeah, right.' But they were totally right on the first day they set up in the rehearsal room Kurt's guitar was super loud and the bass was super loud, but the drums, there were no mics on them in this room and they were just as loud acoustically as the amps. And also Dave turned out to be so cool; really easy to work with, and full of energy, and really brought a lot of life and fun to the sessions. He kept it real light."

Rehearsals were kept short. "I didn't want them to play too much 'cause I didn't want them to burn out on the songs," Vig explains. "But I remember after hearing 'Teen Spirit,' I was so into the song I had them play it as much as possible! The song was amazing." Recording soon began at Sound City, and continued into June. The studio was chosen, Vig says, because the band "wanted to work in a live tracking room that was cost effective. It also had a Neve board, and so that fit the bill. And they'd done a lot of classic records there in the '70s and the '80s, like Tom Petty, the Jacksons, Rick Springfield and Fleetwood Mac. A lot of big records were done there. It was a pretty simple studio. It was fairly bare bones. But they did have really good mics."

It was a learning experience for both the band and producer, each working for a major label for the first time. "I got the band to do some things I think they didn't necessarily want to do," says Vig. "The first recording let Smart] was very very simple and had very few overdubs. Now I got to work more on the production, and got them to do more vocal overdubs, and more guitar overdubs, and basically tried to make the, record a lot more fuller sounding. They sounded so amazing live, to me, that in order to get that kind of sound on record you had to use more production work in the studio; doubling guitars, using multiple mics on things and splitting them left and right, just trying to make it sound larger than life. 'Cause that's how they sounded when they played live.

"The songs were basically in really in good shape, but I did do more arranging with them," Vig continues. "'Teen Spirit' was longer and the little ad-libs after the chorus were actually at the end of the song. I suggested putting those in at the end of each chorus as a bridge into the next verse. And I remember Kurt sitting down with the acoustic and he had a couple variations of the melody and the verse he was singing and we picked the one that was best. But most of the songs were fairly finished. I don't know whether they played them live a lot, but I know that they did practice a lot. It wasn't like, 'What are you playing here?' they knew. Chris had figured out his bass lines, and the drum patterns for the most part were worked out, and Kurt had a pretty good idea of what he wanted to do. But he had a couple lines in some songs that he was still working on."

Unlike the band's previous recordings, songs for the new album were frequently compiled from a number of different takes. "Kurt would do vocal takes and I'd try to get him to do th'ree or four," Vig.explains. "I liked to go through and pick the best bits. That's typically how I like to work with a vocalist. And on some of the songs he did sing some different lines. Sometimes he'd do a take and then come in and listen to it and go, 'I don't like that verse, I'm going to use this one instead.' Kurt would sing so amazing. That's one reason he would blow his voice out, he was singing hard. He would sing the verse a certain way and usually come to the chorus and if he was singing really hard he would totally blow his voice out every time.

"Then after we cut stuff, we would go back," Vig continues. "I had Chris re-do some of the bass backs 'cause I wanted them to be really locked with the drums. And every now and then work on the parts a little bit, see if we could come up with something better. And the same with Kurt. We kept the live guitar, and went back and overdubbed more guitar, and experimented with tones and different mics and amps and guitars. Kurt in particular did not really want to do that But I somehow was able to push him farther than he wanted. I think he really wanted to kind of stay with the punk aesthetic, that everything is one take and that's all. But also, he knew if he didn't have a good performance, and he wanted it to be good."

But for the most part, Vig says the sessions were fairly relaxed. "The band was really loose. They were going out all night and partying. I think that they had a certain sense of 'We can do whatever we want!' Typically, I would go in before them, like around noon or one, and they would get in mid-afternoon, three or four o'clock and we'd work until 11 o'clock or midnight. And they'd leave and I'd usually work a little longer." The sessions lasted into June, for a total cost of around $130,000.

There has been a lot of speculation about what extra material the group may have recorded during the Nevermind sessions. "They had about 15 songs that they were working on," says Vig. "And I thought we were going to at least try and record all of them. There were a couple that we recorded that Kurt never finished the Iyrics on. One was called 'Song In D'; it was really catchy. I was hoping he would finish the Iyrics 'cause it would have been another amazing song. It had kind of an REM feel to it. And one was more of a punk thing. He had one other one he was playing on acoustic; it was kind of bluesy. I asked, 'You want to try and put that down on tape?' And he said, 'No, it's not really done.' And one of the songs I think Kurt may have given part of the chord progression to Courtney for one of the Hole songs, or at least there's a little bit of a nod from it. 'Old Age,' I think."

Vig adds that no early versions of In Utero songs were recorded. As for any additional outtakes, "I'm pretty sure that they'd be in the Geffen vaults," he says "We kept more stuff, and obviously with a bigger budget there were more reels of tape. And also I knew at that point, whenever I could, I wanted to keep stuff. So any of those extra tracks, they're sitting in the vaults somewhere at Geffen."

Once the record was completed, Vig planned to mix it. "I think we mixed about half the songs," he says. "And the band was mixing them with me, and they really weren't turning out that well. It didn't really work having the band there, 'cause Kurt would come up and go, 'Turn the all the treble off all the channels and turn the bass up full; I want to hear it really heavy.' It's just not really being realistic in terms of trying to make everything balance in the track! And also, at a lot of points, he was trying to bury his vocal. And I would argue with him; 'Your voice is the most intense thing about the songs and the band, and it deserves to be right up there in your face as well as the music! "'

Ultimately, Andy Wallace was chosen to mix the album, largely because the band liked his work with Slayer. Vig still has cassette copies of his own original mixes. "The mixes that I like best were the rough mixes that I did that were straight off the Neve board," he says. "With very little on them; no processing at all. Just real simple. I remember we finished the record, and I would just play 'teen Spirit' over and over in the car. It just sounded so amazing; everything was just coming straight out of the speakers at you.