Milwaukee Record is proud to present Public Domain. The monthly video series features Milwaukee musicians setting up at Colectivo Coffee to adapt some of the world’s best-known songs in ways they’ve never been heard before. Watch the entire series here.

In this installment, Fox Face takes a turn with one of the most-covered public domain songs of the last 100 years. “There’ll Be Some Changes Made” was written by vaudeville comedian/lyricist Billy Higgins and African-American composer Benton Overstreet in 1921. That same year, Ethel Waters—an African-American singer and performer—released the first recording of the song. Since her revolutionary recording came out, “There’ll Be Some Changes Made” has been performed by the likes of Benny Goodman (whose version held the top spot on the Billboard charts for four weeks in 1941), Shelly Winters (in the 1954 film Playgirl), Duke Ellington, Marion Harris, Ray Charles, Fats Waller, Glenn Miller, Tony Bennett, The Boswell Sisters, and countless others. Far and away the most popular version of the song is the rendition Billie Holliday recorded just months before her death in 1959. It was released posthumously.

Adding to the lore and longevity of the “There’ll Be Some Changes Made”—which was also performed on episodes of Get Smart and Boardwalk Empire—is this gloomy and haunting version by Fox Face. Though dozens upon dozens of musicians had a crack at covering the near-century-old standard, none have ended up with anything quite like the Milwaukee punk quartet’s take on this timeless and extremely important piece of early 20th century music. If you watch the video closely, you’ll also be able to see a new visual dimension to the changes the band is singing about.

The video was shot, directed, and edited by Cheston Van Huss. Kyle “Motor” Urban recorded and mixed the song. Public Domain is sponsored by Colectivo Coffee Roasters, 3 Sheeps Brewing Company, and Transfer Pizzeria Café.