Three Dollar Bill, Y'all$ is the debut studio album by American rap rock band Limp Bizkit. Released on July 1, 1997, the album established the band's trademark sound with the singles "Counterfeit", which was influenced by hip hop and heavy metal, and "Faith", a cover of a song by George Michael. Limp Bizkit's rearrangement of the song incorporated heavier guitar playing by Wes Borland and scratching by DJ Lethal.

Three Dollar Bill, Y'all$ was produced by Ross Robinson, who was introduced to the band through Korn bassist Reginald Arvizu, who persuaded Robinson to listen to Limp Bizkit's demo. Robinson was impressed by the band's motivation and sound, and agreed to work with them. The album showcased an intentionally abrasive, angry sound which the band felt would attract a fanbase.


Wes Borland left Limp Bizkit preceding a successful performance opening for Korn at the Dragonfly in Hollywood due to a disagreement with Fred Durst, Limp Bizkit signed with Mojo, a subsidiary of MCA Records. While heading to California to record their first album, the band wrecked their van, leading Durst to rehire Borland.[3] After a dispute with Mojo, Limp Bizkit signed with Flip, a subsidiary of Interscope Records.[3]

Reginald Arvizu of the band Korn persuaded Ross Robinson to listen to the band's demo, which consisted of the songs "Pollution", "Counterfeit" and "Stuck". Robinson finally listened to the tape after it was appraised by Robinson's girlfriend. Robinson was impressed by the band's motivation and sound, and produced their debut, which was recorded at Indigo Ranch.[3] During the recording sessions, the band recorded an early version of their song "I'm Broke", but it was decided that the song didn't fit on this album. It was subsequently reworked and recorded for their followup, Significant Other.[4]

Continuing the band's policy of using names that would repulse potential listeners, the band named the album by using part of the phrase "queer as a three dollar bill" and adding the word "Y'all" for Florida flavor, naming the album Three Dollar Bill, Y'all$.[3]

Music and lyrics

The band was inspired to write "Counterfeit" after local bands began to copy their style. According to Borland, "They saw this little thing we built [...] and they were like, 'Oh, let's get baggy pants and dress like kind of hip-hoppy and, you know, play heavy metal and rap.' [...] five or six bands just popped up out of nowhere that became these, you know, groups that were trying to sound like us. It was ridiculous. That's where the song 'Counterfeit' came from."[3]

Fred Durst's problems with his girlfriend inspired him to write the song "Sour".[3] The mood and tone set by Robinson in the studio allowed the band to improvise; a recording of the band improvising appeared as the last track on the album, "Everything".[3] The recording of the album also allowed the band to showcase the addition of DJ Lethal, and experimental guitar playing by Borland, who played without a guitar pick, performing with two hands, one playing melodic notes, and the other playing chord progressions.[3]

On the song "Stuck", Borland used a sustain pedal in the first bar, and muted riffs in the second bar.[5] Borland's playing on this album features octave shapes, and choppy, eighth-note rhythms, sometimes accompanied by muting his strings with his left hand, creating a percussive sound.[5] Borland also made use of unevenly accented syncopated sixteenth notes and hypnotic, droning licks to create a disorienting effect.[5]

Despite the success of live performances of the band's cover of George Michael's song "Faith", Robinson was opposed to recording the cover, and tried to persuade the band not to play it on the album. However, the final recording, which incorporated heavier guitar playing and drumming, as well as DJ scratching, impressed Robinson.[3] Robinson also bonded with Borland, who Robinson perceived as not taking the band seriously.[3] The alternative metal band Tool provided a strong influence in shaping the album's sound, particularly in the song "Nobody Loves Me", which contains a breakdown in which Durst copied the singing of Maynard James Keenan and the intro which has elements of Undertow hidden track "Disgustipated".[3]

The completed album featured an abrasive, angry sound which Borland later stated was part of Limp Bizkit's plan to get noticed. "The best way to get our message across is through shock value. That's what grabs people [...] getting people to react by showing something negative, hoping something positive will come out of it. Trying to stay in reality."[3] This sound has been described as nu metal[1] and rapcore.[2]


Interscope proposed to the band that the label pay $5,000 to guarantee that a Portland radio station play the song "Counterfeit" fifty times, preceded and concluded with an announcement that the air time was paid for by Interscope.[6][7] The paid air time was criticized by the media, who saw it as "payola".[6][7] The band's manager Jeff Kwatinetz later termed the plan as a "brilliant marketing move".[6] Durst stated, "It worked, but it's not that cool of a thing."[6] Despite criticism, the paid air time did not increase sales, and much of the album's sales resulted from consistent touring by the band.[6] Durst directed a music video for the band's single "Faith" in promotion for its appearance in the film Very Bad Things, but was unsatisfied with it, and directed a second video which paid tribute to tourmates like Primus, Deftones and Mötley Crüe, who appeared in the video.[6]

Critical reception

Professional ratings
Review scores
Source Rating
Allmusic 4/5 stars[1]
Robert Christgau (dud)[8]
Rolling Stone 2/5 stars[9]
Martin C. Strong 7/10 stars[10]
"Yup, it's a dud. (dud)" - Robert Christgau

Three Dollar Bill, Y'all$ received mostly positive reviews from critics. Stephen Thomas Erlewine of Allmusic appraised the album, writing "They might not have many original ideas [...] but they do the sound well. They have a powerful rhythm section and memorable hooks, most of which make up for the uneven songwriting."[1] In The Essential Rock Discography, Martin Charles Strong gave the album a 7 out of 10 rating.[10] Robert Christgau gave the album a negative review.[8] Borland stated in an interview that George Michael, the writer of the song "Faith", hated Limp Bizkit's cover and "hates us for doing it".[6] Through extensive touring and the band's later breakthrough into the mainstream, the album went double platinum in 2001.[1][11]

Track listing

All lyrics written by Fred Durst except "Faith" by George Michael; all music composed by Limp Bizkit except "Faith" by Michael.

No. Title Length
1. "Intro" 0:48
2. "Pollution" 3:52
3. "Counterfeit" 5:08
4. "Stuck" 5:21
5. "Nobody ♥'s Me" 4:33
6. "Sour" 3:33
7. "Stalemate" 6:13
8. "Clunk" 4:03
9. "Faith" ("Faith" ends at 2:27. It contains a hidden track called Stereotype Me, with a length of 1:25) 3:52
10. "Stink Finger" 3:03
11. "Indigo Flow" 2:23
12. "Leech" (demo version) 2:11
13. "Everything" 16:26
Total length: 60:01/61:26


Limp Bizkit



Albums - Billboard (United States)/RPM (Canada)

Year Chart Position
1998 Heatseekers 1
1998 The Billboard 200 22
1999 Canadian Albums Chart 29[12]

Singles - Billboard (United States)/RPM (Canada)

Year Single Chart Position
1998 "Faith" Canadian RPM Alternative 30 30[13]
1999 "Faith" Mainstream Rock Tracks 33
1999 "Faith" Modern Rock Tracks 28


  1. ^ a b c d e Erlewine, Stephen Thomas. "Three Dollar Bill Y'All - Limp Bizkit". Allmusic. Retrieved 14 December 2011. 
  2. ^ a b Apter, Jeff (2009). Never Enough: The Story of The Cure. Music Sales Group. p. 468. ISBN 0-85712-024-7. 
  3. ^ a b c d e f g h i j k l Devenish, Colin (2000). Limp Bizkit. St. Martin's. pp. 36–49. ISBN 0-312-26349-X. 
  4. ^ Devenish, Colin (2000). Limp Bizkit. St. Martin's. p. 89. ISBN 0-312-26349-X. 
  5. ^ a b c Hurwitz, Tobias; Riley, Glenn (June 1, 2002). "Rhythm guitar riffs in the style of Wes Borland". 7-String Guitar. Alfred Music Publishing. pp. 30–2. ISBN 0-7390-2807-3. 
  6. ^ a b c d e f g Devenish, Colin (2000). Limp Bizkit. St. Martin's. pp. 51–78. ISBN 0-312-26349-X. 
  7. ^ a b "Limp Bizkit Pays For 'Counterfeit' Play". MTV News. July 1, 1998. Retrieved 14 December 2011. 
  8. ^ a b Christgau, Robert. "Review of Three Dollar Bill, Y'all$". Retrieved 14 December 2011. 
  9. ^ Brackett, Nathan; Hoard, Christian, eds. (2004). "Limp Bizkit". The new Rolling Stone album guide. Simon and Schuster. p. 487. ISBN 0-7432-0169-8. 
  10. ^ a b Strong, Martin Charles (2006). "Limp Bizkit". The Essential Rock Discography (8th ed.). Open City Books. p. 638. ISBN 1-84195-860-3. 
  11. ^ "Album artist 279 - Limp Bizkit". Tsort.info. Retrieved 2012-02-13. 
  12. ^ "Top Albums/CDs - Volume 68, No. 24, April 05 1999". RPM. Retrieved 2010-10-09. 
  13. ^ "Rock/Alternative - Volume 68, No. 12, December 14, 1998". RPM. Retrieved 2010-10-28.