Andre Middleton founded Friends of Noise in 2015 with the express intent of creating a sustainable all-ages music venue. Now he’s found a place.
Kenton’s Paul Bunyan statue is one of the more memorable landmarks in Portland. So was its across-the-street neighbor, the equally kitschy Dancin’ Bare strip club.
But the Dancin’ Bare closed in late 2020, a casualty of the COVID-19 pandemic. In December 2023, Andre Middleton noticed a “For Lease” sign hanging up — the old strip club is across the street from his office — and he got an idea.
Middleton is the executive director of Friends of Noise, an organization founded in 2015 to support young people’s involvement in live music. His hope had always been to create a new all-ages venue in Portland, filling a vacuum left by storied locations like Backspace, Meow Meow, La Luna and the X-Ray Cafe. But in the early years, the organization focused on teaching young artists the tools of the trade — including business skills for musicians, as well as how to run sound at concerts.
And then 2020 hit. First, there was the COVID-19 pandemic and the attendant restrictions on gatherings, which shuttered venues and put an end to live music for audiences of any age. Then Minneapolis police killed George Floyd, and protesters all over the world took to the streets for weeks — longer, in Portland’s case. Friends of Noise responded by producing outdoor concerts in parks and by providing pro bono sound production for about 20 protests in the area. It’s also operated as a sort of talent agency for young musicians in Portland.
“Our aspiration is to transform the Portland music scene by giving just nonexploitative energy and support to emerging musicians of any genre,” Middleton says.
But the dream of an all-ages venue persisted. Then that “For Lease” sign went up.
When OB met with Middleton in August, the organization was in the process of finalizing a lease agreement with Blue Ox Station, the company that bought the former Dancin’ Bare in 2023. The organization has also a
pplied for permits and begun preliminary work to develop the old club into a new venue called the Offbeat.
The Dancin’ Bare, which was built in 1945 and operated as an Italian restaurant called the Stone Pony before it became a strip club, is not the only Portland performance venue to shift away from the sex industry in recent years. A longtime strip club on Southeast Foster known most recently as Trophy’s Exotic Lounge, and before that as Shimmers, is slated to reopen as a 150-capacity live-music club in October. Southeast Portland’s Oregon Theater, which operated as an adult-movie theater from the 1970s until March 2020, has been operating since 2023 as the Tomorrow Theater, with programming by the Portland Art Museum’s Center for an Untold Tomorrow.

But Middleton’s plans for the Offbeat are ambitious. He wants to create a truly inclusive, all-ages venue that helps develop young talent — and whose business model is sustainable over the long haul.
Middleton’s plans for the space include a recording booth where all shows can be recorded, so every band that plays has a demo; a print-on-demand T-shirt shop; record sales, through a unique partnership with Kenton’s Speck’s Records; a viewing area accessible to those with mobility devices; and benches for those who’d prefer to sit during shows. He says the owner’s plan for the complex includes leasing the upstairs spaces as office space and offering food carts in the parking lot.
One thing not on the menu, though, is alcohol. “The hardest thing we’ll sell will be kombucha,” Middleton says.
All-ages venues have struggled in many markets, some due to local laws restricting youth behavior, like Seattle’s infamous Teen Dance Ordinance — which placed heavy restrictions on all-ages events and remained in place from 1985 until 2002. Former Seattle mayoral aide Sheila Ater Capestany recounts on Let the Kids Dance!, a KUOW-produced podcast about the ordinance released this summer, that as a teenager in Portland, police stopped her on the way home from jazz concerts, using a youth curfew as a pretext. (Multnomah County still has a youth curfew on the books, though the cutoff time varies by age and whether or not it’s a school night, with youth between 14 and 17 legally allowed to stay out as late as midnight on weekend nights.)

But even in the absence of restrictive laws, there’s a more fundamental problem that can hamstring all-ages venues — and technically, it isn’t limited to them. It’s that most small venues make most of their money on alcohol sales; entertainers are just the hook that gets customers in the door. Some larger venues find a way to have it both ways — physically separating customers who are over 21 and drinking from those who aren’t, or slapping wristbands on the arms of concertgoers who choose to buy alcohol.
But that creates a level of liability Middleton doesn’t want, and he and his team have worked hard to find a different way to do business.
Nonprofit, all-ages venues aren’t totally without precedent: Middleton cites as inspirations the legendary 924 Gilman Street, a nonprofit, collectively run all-ages club in Berkeley, and the Vera Project in Seattle, a nonprofit all-ages venue created shortly before the demise of the Teen Dance Ordinance (which included language exempting nonprofits).
But Friends of Noise’s model differs in some ways. One is a focus on economic development and job creation. Youth who’ve gone through Friends of Noise’s sound engineer training program — a six-month paid training program in partnership with Worksystems — now have jobs running sound at large venues or are full-time freelance sound technicians.
And the organization is also working on making the venue sustainable in a variety of ways. One is a membership package inspired by season-tickets packages offered by fine-arts organizations. For a flat fee, youth — or parents, grandparents or community members — can buy a membership that lets them attend three shows at the Offbeat per month. (The venue plans to host more frequent shows than that — the target is 100 per year — which means members will have to choose which three shows they want to attend, he says.) Mulu Habtemariam, Friends of Noise’s interim board chair, says the organization is also open to renting the venue for events that aren’t necessarily Friends of Noise-sponsored.
The new club will have a capacity of 400, up from the current building’s capacity of 250. The board determined that that’s what it will take to make the club economically viable.
The organization is also expanding its educational offerings. They include classes on the particulars of working in the music industry, either as a musician or a sound technician; one class planned for the fall is how to protect one’s hearing as a musician. In 2023 the Rock ‘n’ Roll Camp for Girls — a space founded in the early 2000s to teach girls and nonbinary kids to write and perform songs — folded. But it passed on its name, mailing list and equipment to Friends of Noise. And Middleton plans to resurrect it as a Black Rock Camp for Resistance, which will include a curriculum discussing the influence of Black and Indigenous artists on contemporary rock music — from the proto-punk band Death to country legend Charley Pride to the late-’70s ska-punk Fishbone — as well as how Indigenous rhythms from all over the world have influenced American music.
Middleton says the venue will be open to all genres of music. And even though it’s not set to open until spring of 2025, the venue is fielding inquiries from bands wanting to play there. In September the organization hosted outdoor shows in the parking lot of the venue-to-be and in the courtyard of Friends of Noise’s office, which it shares with Oregon Contemporary, formerly known as Disjecta — and will continue to do so until spring.
Middleton projects the buildout will cost about $500,000. That’s a lot, especially considering that the organization does not own the space, but he’s committed to making the project work over the long haul.
“I have to show the universe — not just the Portland donor class — that I can do this,” Middleton says.
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