Three Dollar Bill, Y'all

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 "Stalemate". Robinson finally listened to the tape after it was praised 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]

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 right hand fingers. 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]

Three Dollar Bill, Y'all was released by Interscope Records on July 1, 1997. After the album's release, Limp Bizkit opened for Faith No More on the American leg of their Album of the Year Tour,[6] which was the group's final tour before their break up the following year. Despite citing Faith No More as one of their biggest influences, guitarist Wes Borland has spoken of how touring with them in 1997 was a negative experience for the band.[7] He said "The idea of it was cool, we were really excited about it, about the idea of opening for Faith No More. But once we got there, it was a really tough crowd. They have a really tough crowd to please, who are very vocal about not liking you. We opened for Faith No More and Primus in the same year, and the Primus tour went a lot better than the Faith No More tour. I did not get to know Mike Patton on that tour, I got to know him later [through Adam from Tool]."[7] At one show opening for Faith No More, Fred Durst referred to the audience as "faggots" when they started booing Limp Bizkit. Following this show, Durst apologized to Faith No More's keyboardist Roddy Bottum, who unbeknownst to him had come out as gay in the early 90s.[6] Also in 1997, before the album's release, Limp Bizkit had performed with Korn and Helmet, two other artists they have cited as influences.

In 1998, controversy erupted when it was revealed Interscope paid $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.[8][9] The paid air time was criticized by the media, who saw it as "payola".[8][9] The band's manager Jeff Kwatinetz later termed the plan as a "brilliant marketing move".[8] Durst stated, "It worked, but it's not that cool of a thing."[8] Despite criticism, the paid air time did not increase sales, which stood at only 170,000 in early 1998. Much of the album's resulting sales instead came from consistent touring by the band.[8]

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.[8]

Professional ratings

Review scores
Source	Rating
AllMusic	[1]
Martin C. Strong	7/10[10]
Robert Christgau	[11]
The Rolling Stone Album Guide	[12]

Three Dollar Bill, Y'all$ received mostly positive reviews from critics. An early music journal review from June 20, 1997 stated "Limp Bizkit has created a sound that will fast be incorporated into the hard rock genre—let's call it grindhop. Even if the name doesn't stick, Limp Bizkit will still appeal to anyone with an ear for innovative music."[13] Stephen Thomas Erlewine of Allmusic praised the album in his retrospective review, 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.[11] 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".[8] Through extensive touring and the band's later breakthrough into the mainstream, the album went double platinum in 2001.[1][14]

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

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

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