When The Velvet Underground’s first album, The Velvet Underground & Nico, came out in early 1967, it was part of a continuum with Beat poetry, pop art, and French New Wave filmmaking: movements that stripped away myths about expertise and put art in the hands of whoever wanted to make it. The producer and ambient-music pioneer Brian Eno would famously say that, while the band’s debut may not have sold many copies at the time, everyone who bought one went on to start a band themselves. Their attitude and influence traveled beyond music: When Academy Award-nominated filmmaker Todd Haynes first heard it as a freshman in college, he was inspired, too. “I felt like I was entering this zone that that music and that album created, and it was a place I wanted to stay in,” he tells Apple Music. “It made me feel like I could do something myself, and that it could be film. It diminished the difference between the artist and the listener.” For his Apple Original documentary The Velvet Underground, Haynes tells the story of the band through their music and the music that influenced them—from The Diablos and Bo Diddley to La Monte Young’s The Theatre of Eternal Music. But Haynes goes further in contextualizing what made them so unique, exploring the ways in which the band’s inherent queerness distinguished them from other parts of ’60s counterculture, which he thinks has become overlooked as the music’s become canonized over time. “That was more than just a sexual preference,” he says. “That was an attitude and a way of seeing things. It was an aesthetic distinction. I wanted to hear how these people who weren't necessarily gay were going to put that into words themselves.” Haynes considers the film a kind of prequel to his 1998 excavation of ’70s glitter-rock Velvet Goldmine. And on its soundtrack—which he curated himself—Haynes brings together songs both definitive (“Venus in Furs”) and lesser-known (“Ocean”), including a blistering, 19-minute live recording of “Sister Ray” and “The Ostrich,” a rare 1964 novelty single that marked the first collaboration between Lou Reed and John Cale, as part of The Primitives. “I just felt it was really important to maintain the context of The Velvets’ music with as many selections of other music around it,” he says. “The biggest surprise is that La Monte Young let us include an excerpt of one of his pieces of music, which I didn't think he would let us do. But it is so important to have it on the record, and to be able to hear it next to a Velvets track.” Here, Haynes shares his thoughts on some of the band's—and soundtrack's—highlights and how they played into constructing the film itself. “Venus in Furs” “The entire first act of the movie excavates the elements of their sound—the different musical influences that John Cale brought versus Lou Reed, the collecting of the key members of the band almost like in The Wizard of Oz, with the formation of the foursome before they go down the Yellow Brick Road. When we finally do come around, and the members of the band are in place, John starts to talk about the way the music gets conceptualized: as dream music, or with that line: ‘how to be beautiful, how to be brutal, and how to be elegant.’ That kicks off ‘Venus in Furs,’ and you feel like you've come full circle through that whole trajectory to get to the song.” “Heroin” “The sound, the quiet passages, the thunderous parts of the chorus, the way it kind of breaks open and then comes back together in its phases: You really feel like you're moving through a narrative experience that's entirely its own. It's like a little Greek drama unto itself that has its own formal integrity to it, and a powerhouse piece of music that tells an incredibly complicated story that is also a story that doesn't have a positive resolution, but a troubling one. But it has a force that's victorious—so many things going on at once.” “The Ostrich” “It's an essential part of The Velvets’ story. It occupies a sense of volume and violence, but it’s of course the moment where John and Lou are brought together, and basically, almost in the tradition of The Monkees, cast artificially as bandmates based on how they looked. The authenticity and the artifice of that story is so mixed up. But the wild thing about ‘The Ostrich’ is that it's Lou tuning every string of the guitar to the same note, so he could play fiercely and just improvise lyrically over it. But that's exactly what John Cale was doing with the drone music. One is rhythmic and based on rock ’n’ roll, and the other is avant-garde and minimalist and based on duration, but it’s the same idea.” “Sister Ray” (Live) “It's on their more—as John would say—aggro side of things. But it's just one of the great explosions of hardcore music that preceded punk rock and all other hardcore music. You have to keep remembering how early it was when it came out in 1967—it’s really ahead of its time. But it’s also really raw, it’s witty, it's erotic, it's fierce, it's something else. We use this live version as our foundation in the film. It's really hard because the album cut is insanely brilliant and great, but the live cut is incredible, and it has a kind of energy and a rawness that really allows you to enter into that space.” “Foggy Notion” “In the ’80s, living in New York City, those two outtakes compilations [1985’s VU and 1986’s Another View] were revelatory. An entire album's worth of unreleased recordings of The Velvet Underground that's just been sitting there—it felt like such rare treasures. And ‘Foggy Notion’ is riveting, engaging, and, yes, lighter than certainly anything on White Light/White Heat. It has more ferocity than anything on the third record that we associate more with Doug Yule and the new sound of The Velvet Underground after John Cale left. I think it's one of Jonathan Richman's personal favorites of the band, and it was played regularly in concert.” “Ocean” “It’s just a beautiful, gorgeous piece of music. You feel like time is passing within that song, the way it might in an ocean or in a body of water that has its own sort of timelessness and darkness. And we also braid three versions of ‘Ocean’ together in the film: an album cut, a demo, two different demos. One that's just a solo demo of Lou Reed performing it on acoustic guitar. That's how we end our version of it in the film that's incredibly haunting and the final strains of it are so exposed and resonant.” “Sweet Jane” “As a rock ’n’ roll standard, 'Sweet Jane’ has more resonance than really almost anything they composed under the banner of The Velvet Underground. It's infectious, it's celebratory, it’s also describing a kind of post-counterculture. The couple in ‘Sweet Jane’ are trying to figure out how to have a marriage. They used to be hippies, but they're moving forward out of that era into a transitional period that's going to be post-1960s. It has a sort of retrospective quality about it, but it's really forward-looking. 'Where do we go from here?' is what it is, and that's exactly what Lou Reed is talking about at the very end of The Velvets, as he’s about depart into a solo career.” “Pale Blue Eyes” “It's so simple, it's so contained and controlled and minimal. It's the way Neil Young's early classics like After the Gold Rush and Harvest are never overproduced—he never does more drum rolls than needed. There's a spareness that takes real confidence. But it’s also a song weirdly that Lou wrote before the first Velvet Underground record—and there's early demos of him doing it with John Cale in demo version. There's some contention about who he wrote the song about. I think his girlfriend Shelley—who appears in the movie—has claimed that it's about her, even though she doesn't have blue eyes. But it occupies a unique sort of blurry historical place in the trajectory of the band, and this version is so perfect, part of that whole reduced soundscape that's true to the whole third record.”