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Pictures at an Exhibition is a live album by the English progressive rock band Emerson, Lake & Palmer, released in November 1971 on Island Records. It is a recording of the band's arrangement of Pictures at an Exhibition by Modest Mussorgsky, performed at Newcastle City Hall on 26 March 1971. Emerson wished to arrange the piece after seeing an orchestral performance of it several years before. He bought a copy of the score, and pitched the idea to Lake and Palmer, who agreed to adapt it.

Pictures at an Exhibition went to number 3 on the UK Albums Chart and number 10 on the US Billboard 200. In 2001, it was reissued as a remastered edition that included a studio version of the piece.

The original live album was recorded at Newcastle City Hall in North East England. The opening track of the album was played on a Harrison & Harrison pipe organ which was installed in the City Hall in 1928. The organ console is some way above stage level, at the top of a stepped terrace used for choral performances. The drum roll connecting the opening track to the next served to cover Emerson's dash back down to the stage.

Due to management conflicts, the recording was not released until after Tarkus, their second studio album. The record company was reluctant to release a classical suite as an album, and insisted it be released on their classical music label instead. Fearing that this would lead to poor sales, ELP instead decided to shelve the work. After the success of their second album, however, the label agreed to release Pictures as a budget live album.

There was also a video made of a different live performance (Lyceum Theatre, 9 December 1970). This had a limited theatrical release in 1973, and a remastered DVD release with Dolby Surround Sound in 2000. Being a live album, sometimes Keith Emerson's voltage-controlled Moog oscillators went out of tune, due to humidity and temperature.

The cover, commissioned to William Neal who designed and painted every canvas, used a gatefold sleeve, depicting on the outside blank picture frames labelled with the titles of the pieces: "The Old Castle", "The Gnome", etc. The paintings were huge oil paintings full of ELP symbolism, like the Tarkus background in the "Hut" and the white dove embossed into the titanium white oil paint in "Promenade" (visible only on the original painting).

On the inner gatefold, all of the paintings were revealed, but one remains blank: "Promenade". The musical piece, of course, is not about a picture, but represents a walk through the gallery. Some CD covers use only the "revealed" version.

All of the paintings were later hung at the Hammersmith Town Hall, London, and photographed by Keith Morris and Nigel Marlow, both former graduates from Guildford School of Art.

The band's arrangement of the suite only uses four of the original ten pieces in Mussorgsky's suite, along with the linking "Promenade". The suite was performed live as one continuous piece, with new, group-written sections linking Mussorgsky's original themes, specific track markings on pressings are only a guide.

The album reached #3 in the UK album chart in December 1971, only by virtue of the fact that budget-priced albums (of which Pictures at an Exhibition was one), were eligible for inclusion at that time. At the beginning of 1972 another change in the chart rules excluded them again, which meant that Pictures disappeared from the chart from #9 after a run of just 5 weeks.
In the US Billboard album chart it peaked at #10 in early 1972.

Emerson, Lake & Palmer:
Keith Emerson – pipe organ, Hammond (C3) and L100) organs, Moog modular synthesizer (ribbon controller), Clavinet
Greg Lake – bass guitar, acoustic guitar, vocals
Carl Palmer – drums, percussion
Producer: Greg Lake
Engineer: Eddy Offord
Remastering: Joseph M. Palmaccio
Arrangers: Keith Emerson, Greg Lake
Recorded using the Pye Mobile Recording Unit
Cover design: William Neal
Cover painting: William Neal
Artwork: William Neal
Photography: Nigel Marlow, Keith Morris
Lyrics: Greg Lake, Richard Fraser

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