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Playback (1995) - Tom Petty & The Heartbreakers

    Featuring »

Ron Blair, Mike/Michael Campbell, Mike/Michael Campbell, Howie Epstein, Steve Ferrone, Tom Leadon, Stan Lynch, Randall Marsh, Mudcrutch, Tom Petty, Tom Petty, Tom Petty, Danny Roberts, Charlie Souza, Ben(mont) (M.) Tench(, III), Ben(mont) (M.) Tench(, III), Scott Troy Thurston

    Tracklisting »
Disc One - The Big Jangle:
  Date Performance: 1976, Running Time: 2:43
  Comments: Recorded and mixed at: Shelter Studios, Hollywood, CA (Gone Gator Records/MCA Records) "It's interesting that none of the songs I came to California with made it to the record," Tom Petty says. "Everything had been examined and tossed away. Most of the stuff on the first album was written either days before it was cut or, like 'Breakdown', in the studio. It was partly naivete. We'd run out of things to do and we'd say, 'Well, let's just write another one.' I'd go to the piano and write 'Breakdown.' We cut it with Mike's guitar riff only appearing at the end of the record. The DWight Twilley Band, a terrific group we shared the studio with, used to drift through. Their singer Phil Seymour had already had an idea for backing vocals on 'Breakdown.' Then Dwight Twilley came in and heard Mike's lick on the end and said, 'Shit, man, that's the lick, that's the whole thing and it only comes up right at the end of the song? I'd put that everywhere! I started thinking about that. And the song was seven minutes long; I started thinking this could be two minutes long. So I called everybody at 3:30 or 4 in the morning to come back in and cut it again. It's amazing to me that: (A) I had the balls to call them at that hour, and (B) they just came! I certainly wouldn't try that these days. But we were in that frame of mind where things had to be done right there and then. We cut the record in just a few takes." "When we cut 'Breakdown', it was great," Stan Lynch says. "There was so much passion and you didn't even know why. You just knew that you were going to play your fucking heart out and you could do it for days."
American GirlLyrics available
  Date Performance: 1976, Running Time: 3:34
  Comments: Recorded and mixed at: Shelter Studios, Hollywood, CA (Gone Gator Records/MCA Records) There is a famous story that Roger McGuinn of the Byrds was driving in his car, heard 'American Girl' for the first time, and thought it was something he had recorded and forgotten. When he realized it wasn't, he cut the song himself but could not convince his record label that it was a potential hit and should be released as a single. Eventually the song became the first big FM track (it never was a 45) for the Heartbreakers. "Michael and I swear that we hadn't thought about the Byrds," Petty says. "I wrote it at home on an acoustic guitar to a Bo Diddley beat. I think we actually recorded it on the 4th of July. When we finished the record nobody said anything about the Byrds for some time. I don't think we could have been that egotistical - to think we could sound like the Byrds. That would have been too high a plateau for us. By the way, there's no twelve string guitar on that track. It's our two six-strings playing together. And that track sold more twelve-strings..."
Hometown Blues
  Date Performance: 1976, Running Time: 2:13
  Comments: Recorded at: Leon Russell's home, Encono, CA. Mixed at: Shelter Studios, Hollywood, CA. Overdubs at: Sound City, Van Nuys, CA (Gone Gator Records/MCA Records) "That was the only carry over from Mudcrutch on the first album," Tom says. "I wrote 'Hometown Blues' in the last days of Mudcrutch, when I was staying at Leon Russell's house and started the record in Leon's home studio. I got Randall Marsh to play the drums. I was the engineer, knowing nothing about engineering. The rhythm track laid around for a while, then I presented it to the Heartbreakers. They liked it a lot but when we tried to cut it again I could never get the right swing from Stan and Ron. So I took that track and got Duck Dunn to play bass on it. He became a lifelong friend." "The sax is played by Charlie Sousa," Mike Campbell says. 'The bass player from Florida we brought out for a short period. The coolest thing about 'Hometown Blues' was when Steve Cropper and Duck Dunn came in. Denny Cordell knew them and we were just in awe. Duck had the same strings on his bass from when he bought it in 1948 or something. Duck played bass on it and Steve directed the track as Duck played. We'd get to the bridge and Steve would be saying to Duck, 'Walk it here, walk it. Now go up, now go down.' He was conducting the bass. We were very impressed."
Anything That's Rock 'N' Roll
  Date Performance: 1976, Running Time: 2:24
  Comments: Recorded and mixed at: Shelter Studios, Hollywood, CA (Gone Gator Records/MCA Records) "Tom may deny this," Mike says slyly. "We pretty well had the album finished and we had this manager at the time who took us to see Kiss. We'd never seen Kiss. They were at their height, they had all the smoke bombs. We thought, 'Wow, this is great, all these people are coming to see this band and it's like the circus!' And they had that song, 'I wanna rock and roll all night and party every day.' I remember making a comment to Tom that 'All you have to do these days is put the words rock and roll in a song and it'll get on the radio.' The next day Tom came in with this song, 'Anything that's rock 'n' roll's fine.' I can't take credit for that, but I do remember saying it. Whether he heard me or not I don't know. "I love that song and I love the Beach Boys backgrounds at the end. We could never aspire to be as good as the Beach Boys, but Tom and I loved their records. When I was a kid that was the stuff on the radio I would always get off on. Their records were so much better than anything else I was hearing. I've studied those records in and out. I don't know how they did it, but they sure did it."
I Need To KnowLyrics available
  Date Performance: 1978, Running Time: 2:24
  Comments: Recorded and mixed at: Shelter Studios, Hollywood, CA (Gone Gator Records/MCA Records) "That was done real fast," Mike says. "It's just the two guitars live. We did it the afternoon it was written, recorded in two or three takes. The guitar interplay is real good." "That album was very hastily done," Tom says. "It was really all written on the road. I remember trying really hard to do something different from the first album, maybe to a fault. When it came out it did okay. Better than the first one, actually, it got us our first gold record in America. Though I still thought the first one was a much better record."
Listen To Her Heart
  Date Performance: 1978, Running Time: 3:04
  Comments: Recorded and mixed at: Shelter Studios, Hollywood, CA (Gone Gator Records/MCA Records) "I got quite a lot of resistance to the cocaine reference," Petty says. "It became quite an issue at the record company. They wanted me to change it, they wanted a version that said 'champagne.' I just thought, 'It's not the same thing. Champagne is a lot cheaper.' I was not about to change it. I think it probably hurt it at AM radio, though it did very well at FM. I think I wrote it after Jane went to Ike Turner's house and was locked in."
When The Time Comes
  Date Performance: 1978, Running Time: 2:46
  Comments: Recorded and mixed at: Shelter Studios, Hollywood, CA (Gone Gator Records/MCA Records) "When I hear it it reminds me of the days of New Wave," Tom says. "We did that pretty fast, too, if I remember correctly," Mike says. "It was recorded in what we called the Brown Room at the Shelter office on Hollywood Boulevard. It was kind of a storage room with brown carpets and brown walls upstairs at Shelter. When the Tulsa studio broke down, they brought the gear out and put it upstairs. That's where we set up and recorded the first two albums. That's where the Heartbreakers became a band. Things started moving real fast. It was very exciting. We had a studio to work in, we had a band. It felt like, 'Okay, we got a team now we're going to win this game!' After two years of Mudcrutch floundering around we couldn't wait to get out and play."
Too Much Ain't Enough
  Date Performance: 1978, Running Time: 2:57
  Comments: Recorded and mixed at: Shelter Studios, Hollywood, CA (Gone Gator Records/MCA Records) "I remember being inspired by that Fleetwood Mac song 'Oh Well,'" Tom says. "I heard that lick and I thought I'd really like to write something like that. Campbell really played a good solo on that one." "That's one of my favorite guitar solos," Mike adds. "The solo was overdubbed on the two rhythm guitars. I'm always trying to get Tom to do that song. He resists it for some reason, but it used to be so much fun to play."
No Second Thoughts
  Date Performance: 1978, Running Time: 2:40
  Comments: Recorded and mixed at: Shelter Studios, Hollywood, CA (Gone Gator Records/MCA Records) "At the time we were experimenting with tape loops," Mike says. "We set up the band with acoustic guitars and bongos and played 20 or 30 seconds of this groove, then we made a tape loop that went all the way around the room, around mike stands, a long snake that circled the room until it came back to the tape head. We copied that onto multi-track and built the tape up from there." Petty's memory is the opposite: "No, I think 'No Second Thoughts' was actually cut live in the studio. Even the vocal, which is why it's so hard to understand."
Baby's A Rock 'N' Roller
  Date Performance: 1978, Running Time: 2:53
  Comments: Recorded and mixed at: Shelter Studios, Hollywood, CA (Gone Gator Records/MCA Records) "It's funny how 'rock 'n' roll' comes up in the first two albums," Petty says. "Like we really felt we had to save it." He laughs. "To us it was this important thing that we thought was about to be lost. We wanted the phrase said. We always hated the phrase 'rock.' We always said we're in rock and roll. We liked the roll. That was where that came from, but it's really a juvenile song." This is the track on which the sound of Ron Blair's remote control helicopter was mixed in with Hollywood traffic, an arcade, and a ballgame to create a wall of ambient noise. "It really does work," Tom insists. "This huge bank of noise creates an atmosphere. You don't know what you're hearing. We did all that in one night." Stan Lynch asks to put in a word for the engineers: "Noah Shark and Max Reese were great. Really free, freaky wonderful guys that never produced records before but they sure as hell knew about rhythm, slapback echo, spacey trippy wonderful sounds. We were all broke and it was great. They were real cosmic characters, wonderful guys to run into. And they really loved records. I remember one of Noah Shark's favorite records was 'Godzilla' by Blue Oyster Cult. He just played that forever because the rhythm on it was so tight."
  Date Performance: 1979, Running Time: 3:23
  Comments: Recorded at: Sound City, Van Nuys, CA and Cherokee Studios, Hollywood, CA. Mixed at: Cherokee Studios, Los Angeles, CA (MCA Records) "The verse and chorus are actually the same chords," Mike Campbell - who wrote them - observes. Petty heard the four track demo Campbell had cooked up and wrote words and a melody. They both knew how good it was, and figured it'd be a cinch to get a great band version. They were wrong. Recording "Refugee" became a marathon, they played it over and over for days, dozens of times, trying to get the feel they all knew was in there but could not nail down. New producer Jimmy Iovine and engineer Shelly Yakus had an approach entirely different from what the Heartbreakers were used to with Denny Cordell, and it was a tough adjustment. "It was a nightmare," Campbell says. "Damn the Torpedoes was the first time we really spent a lot of time on the sound of the album. It was very tedious. We spent days on the drum sound alone. During 'Refugee' it got so bad that I actually left the studio, walked out the door, and left town for two days. It was so emotionally draining. We couldn't find the groove on it, we just couldn't make it sound as good as the demo. We knew the song was strong so we'd leave it and come back. This went on throughout the whole album. We eventually had pretty well the whole album cut and we still hadn't got that track. It took a lot of emotional fortitude, but eventually we nailed it. Nowadays if the demo is good, that's what we release." "I have to give Iovine a lot of credit for really molding 'Refugee' into what it was," Petty says. "We must have cut it 110 times. Jimmy brought the organ out, he got that big sound." The promotional music video was directed by John Goodhue.
Here Comes My Girl
  Date Performance: 1979, Running Time: 4:26
  Comments: Recorded at: Sound City, Van Nuys, CA and Cherokee Studios, Hollywood, CA. Mixed at: Cherokee Studios, Los Angeles, CA (MCA Records) "I remember when we did that record," Stan says, "thinking, 'Nobody's going to be able to resist that. That's brilliant, sounds great, I love everything about it.'" "The record is a carbon copy of Mike's demo," Petty says, "other than that it didn't have a piano. I had the hardest time with that song because the verse is a very strange chord progression to sing over - the song doesn't really lend itself to a melody until it gets to the chorus. I think I remembered Blondie talking over a track and it hit me suddenly that I could talk my way into it and take it from there. It also reminded me of a Shangri-las thing where they had talked." The promotional music video was directed by John Goodhue.
Even The Losers
  Date Performance: 1979, Running Time: 3:59
  Comments: Recorded at: Sound City, Van Nuys, CA and Cherokee Studios, Hollywood, CA. Mixed at: Cherokee Studios, Los Angeles, CA (MCA Records) "I think it's loosely based on an incident in Gainesville," Petty says. "I remember hanging out with some people on a bridge, we might have been on LSD, throwing rocks from the overpass. I had the hardest time finding the lines for the chorus. I didn't know what to sing when the chorus came. I went into the studio anyway, to teach everybody how the chords went, and just mumbled the melody through. I had no idea what I was going to sing. Then, on the first pass with the band, out came the line, 'Even the losers get lucky sometimes.' I was immensely pleased. I don't know if they even realized I didn't have that line. I knew I wanted something like that but I didn't know exactly how to put it, and when it all fell in I got so excited. I said, 'Wow, what luck!'"
Shadow Of A Doubt (A Complex Kid)
  Date Performance: 1979, Running Time: 4:26
  Comments: Recorded at: Sound City, Van Nuys, CA and Cherokee Studios, Hollywood, CA. Mixed at: Record Plant, New York, NY (MCA Records) A sort of - maybe unintentional - sub-text of Damn the Torpedoes was that the characters in the songs were heroicly pursuing women who perhaps did not want to be pursued. At least by these characters. "'Shadow of a Doubt' was just the band bashing in the studio," Mike says. "I don't think we spent a lot of time on that. It was pretty live." "Shelly Yakus made a huge contribution to all of those records," Tom says. "He's a somewhat legendary engineer. He taught us so much. He's a little older than us and therefore commanded a little more respect. He was just tireless. He would constantly be hooking up another amp. Shelly actually worked on the Big Pink album. He did Alice Cooper, Grand Funk, 'Don't Fear the Reaper,' John Lennon. Every day we'd say, 'Name another hit you worked on, Shelly!' On 'Don't Do Me Like That' there's a Vox organ with an unusual vibrato on it. Shelly showed us how to take a piece of tape, make it thick, and stick it on the tape recorder that was making the delay so you got an intermittant signal as it went by, causing a telegraph sound. Shelly could always think of ways to make unusual sounds."
Don't Do Me Like That
  Date Performance: 1979, Running Time: 2:43
  Comments: Recorded at: Sound City, Van Nuys, CA and Cherokee Studios, Hollywood, CA. Mixed at: Cherokee Studios, Los Angeles, CA (MCA Records) A Mudcrutch version is included elsewhere in this set. This is the Torpedoes take which was the Heartbreakers first big AM hit. "I wrote that in California," Petty says. "I didn't own a piano so I rented this rehearsal hall, a cheap little dingy place that had a piano, and I went down to write a song. I didn't really want to deal with the Mudcrutch songs after the band broke up. During Damn the Torpedoes we played it a couple of times and then completely ignored it. We never thought anything of it until we were wrapping the album and this second engineer, Tori Swenson, said, 'Look, I know I'm out of line speaking up but you know that "Don't Do Me Like That" song? I really think you should play that again.' Everyone just stared at him. It was a pretty bold thing to say. He said, 'Just put the tape on.' All of a sudden people were saying, 'Yeah, it sounds pretty good,' and Iovine said, 'I think it fits in.' I was really shocked when it was the first single off the record and a big hit because I thought it really misrepresented the album. Here we had a hit and it was the wrong one! But it all worked out."
The Waiting
  Date Performance: 1981, Running Time: 4:00
  Comments: Recorded at Sound City, Van Nuys, CA and Cherokee Studios, Hollywood, CA. Mixed at Cherokee Studios, Hollywood, CA (MCA Records) "I remember being half asleep," Benmont says. "The phone rang and it was Mike or Tom or somebody saying, 'We want to do Yeah Yeahs for the background on 'The Waiting,' can you come down, are you asleep? 'Never mind' I said, 'No, I'll be there,' and I got in the car and drove down to Cherokee and me and Stan went Yeah, Yeah a couple of times and we were done. That's what I remember." Luckily Tom remembers more. He remembers getting the basic riff for that song and driving his family crazy for a week, walking around the house playing it, waiting for inspiration. Understandably, the chorus that finally emerged was, "The waiting is the hardest part." He then walked around singing and playing that until the verses arrived. "The lines people most often come up and quote back to me on the street are 'I won't back down' and 'The waiting is the hardest part'," Petty says. "Roger McGuinn tells me over and over that he gave me that line. I went to see the Byrds - Clarke, Hillman, and McGuinn - in '78 or '79 and he says he said to me backstage, 'The waiting is the hardest part.' But I don't remember that. I do remember that he also told me he was living in a condo in Century City. That really stuck in my mind because I hated Century City. I had to go there every day for these legal things and I couldn't imagine living there. I'll give him credit for 'Century City,' but I think if anything, 'The Waiting' was inspired by something Janis Joplin said that I'd read in Life magazine: 'I love being onstage and everything else is just waiting.'" The promotional music video was directed by Jim Lenahan.
A Woman In Love (It's Not Me)
  Date Performance: 1981, Running Time: 4:24
  Comments: Recorded at Sound City, Van Nuys, CA and Cherokee Studios, Hollywood, CA. Mixed at Cherokee Studios, Hollywood, CA (MCA Records) "I loved that song," Ben says. "I believe Michael had a demo where he had played the instruments to a drum loop and it was an entirely different feel. It was really fun to break it down and mess with it until it had got to where there was virtually nothing in the verses. Duck Dunn came out and played bass on that. The groove was really interesting, all the space and the openness was really nice." "Ron Blair had started to be absent more and more from the studio and was kind of drifting away," Petty explains. "So I brought Duck in and he created a whole different thing, because he allowed all that space for the vocal. The bass on that song is so amazing. It's a live vocal with him playing along, not really sure where I'm going to go. He just hangs right behind it so well." Whatever you do, don't mention to Petty how that single got stepped on by the simultaneous release of "Stop Draggin' My Heart Around" by Stevie Nicks with Tom Petty and the Heartbreakers. "What a dirty trick!" Petty snaps. "We were so pissed off. Stations couldn't be expected to play two records of mine. Here they had one with Stevie too, and they were gonna go for it." The promotional music video was directed by Jim Lenahan.
Something Big
  Date Performance: 1981, Running Time: 4:45
  Comments: Recorded at Sound City, Van Nuys, CA and Cherokee Studios, Hollywood, CA. Mixed at Cherokee Studios, Hollywood, CA (MCA Records) "Tom played electric piano," Benmont says. "I played organ. That's just a really cool song. I remember noticing the weird tuning Michael got on the guitar. The song was centered around the rhythm he played on electric piano." "I actually wrote the lyric all in one go and then put it to the piano," Tom says. "I like that song a lot. Dylan told me that was one of his favorites, he reckons that's one of my better songs. I took that as high praise."
A Thing About You
  Date Performance: 1981, Running Time: 3:33
  Comments: Recorded at Sound City, Van Nuys, CA and Cherokee Studios, Hollywood, CA. Mixed at Cherokee Studios, Hollywood, CA (MCA Records) "I like the guitars on that song a lot," Mike Campbell says. "I really like the interplay between Tom and me. I love playing guitar but I get bored playing solos. I like the way Tom plays, he plays like John Lennon, a very rhythmic lead with a lot of feeling. But I don't want to encourage him too much." "That was actually a hit on the country charts with a band called Southern Pacific," Petty says. "They did a country version with Emmylou Harris, very different from ours."
InsiderLyrics available
  Date Performance: 1981, Running Time: 4:23
  Comments: Recorded at Sound City, Van Nuys, CA and Cherokee Studios, Hollywood, CA. Mixed at Cherokee Studios, Hollywood, CA. Additional recording at Goodnight, L.A. (MCA Records) Stevie Nicks appears courtesy of Modern Records. "'Insider' was really fun," Benmont recalls. "We were messing around and it was just me and Tom, organ and guitar and vocal, that's the way I remember it. And there was something about the vocal performance and the feel of it that we really liked. So everybody else overdubbed to it. Eventually Stevie (Nicks) wound up singing harmony on it. We overdubbed everybody on it and the reviews came out and I think it was Roiling Stone made some disparaging comment about the drumming on it. Poor Stan! Tom and I were speeding up and slowing down because there were no drums!" Benmont cracks up laughing. "It was our fault and Stanley got saddled with it." The promotional music video was directed by Jim Lenahan.
You Can Still Change Your MindLyrics available
  Date Performance: 1981, Running Time: 4:17
  Comments: Recorded at Sound City, Van Nuys, CA and Cherokee Studios, Hollywood, CA. Mixed at Cherokee Studios, Hollywood, CA. Additional recording at Goodnight, L.A. (MCA Records) Stevie Nicks appears courtesy of Modern Records. "I love that," Benmont says. "That's one of Michael's tracks that he brought in and showed everybody how it went. He made me play the keyboards which I thought that he should do - partly out of laziness and partly because of his feel and his chords. It's a real heavy Beach Boys number. I think we had Phil Jones playing what may have been a bongo. Phil and Stan together made up the 'Caroline No' type rhythm that's being played. We cut it pretty much live and then overdubbed a few things, slowed the tape down, sped the piano up to do a few little flash things toward the end that you can barely hear, then got Stevie and Sharon in to sing on the back of it. I love that song, I think it's absolutely beautiful." "That's sort of Mike's tribute to Brian Wilson," Tom adds. "I loved it and worked really hard on that track. No one could hear it as a single. People had a mental picture of what we should sound like and if you played them something that didn't sound like 'Refugee' or 'American Girl' or 'Even the Losers', they were puzzled. I still go through that."
Disc Two - Spoiled & Mistreated:
You Got Lucky
  Date Performance: 1982, Running Time: 3:37
  Comments: Recorded at: Record Plant, Hollywood, CA, Wally Heider Recording, Hollywood, CA, Crystal, Hollywood, CA and Rumbo Recorders, Canoga Park, CA. Mixed at: Rumbo Recorders, Canoga Park, CA (Backstreet Records/MCA Records) "'You Got Lucky' was one of Michael's, done to a loop," Benmont remembers. "It was the first time we had used a real synthesizer on a record. We had to get a guy in to show us how to turn it on and get any kind of noise out of it at all. They made me play it. Michael played a cheap Yamaha on the demo, a really cheap, six-inch long synthesizer, battery-powered, that sounded great so we spent forever trying to recreate that sound." "I wanted an Ennio Morricone guitar thing, a spaghetti western guitar sound," Petty says, "and Mike came up with a great thing for that. It's not one of my favorties. I think the guitar playing and the drumming is much better than the song. Stan and Mike played great. It's a really good pop record and it was a hit but we rarely play it anymore. "Actually the most illuminating thing about my writing to me lately was that tribute album {You Got Lucky, a Tribute to Tom Petty by twelve alternative bands on Backyard Records} The way Edsel did 'You Got Lucky' was so strange and good and I never would have hit on that approach in a million years. They were not afraid to completely abandon the structure and there was a tone, an attitude, in the way they sang it that made it a menacing, frightening thing. And much more powerful, I thought, than the way we did it. If I were to play it again, I'd do it like that, because it sounded more real." The promotional music video was directed by Jim Lenahan.
Change Of Heart
  Date Performance: 1982, Running Time: 3:19
  Comments: Recorded at: Record Plant, Hollywood, CA. Mixed at: Rumbo Recorders, Canoga Park, CA (Backstreet Records/MCA Records) "I liked 'Change of Heart' better the first time he played it," Ben admits. "I liked the bridge a lot. It took a second for me to get the song and once I got the song I really loved it. We used to play that really well live. They should have the live version on here. It's exactly as long as the studio version down to the second, it's really strange." "I was trying to do Jeff Lynne," Tom says. "I'd always been a big Jeff Lynne fan and I wanted something like that 'Do ya do ya want my love.' That's how it started, that big crunchy guitar. That's how it ended, too." Petty says that during a recent tour rehearsal, the Long After Dark songs appeared again: "We busted out 'Change of Heart' and 'You Got Lucky' which we hadn't played in years. We played them very well but Mike and I looked at each other and said, 'I can't do that, I can't go back to that place.' I said, 'Isn't that weird?' and Mike said, 'Yeah it feels like we're touring in Germany and it's really cold. I can't do it.' We're not ready to be around that time period." The promotional music video was directed by Cameron Crowe, Phil Savenick @ Doug Dowdle.
Straight Into Darkness
  Date Performance: 1982, Running Time: 3:48
  Comments: Recorded at: Record Plant, Hollywood, CA. Mixed at: Rumbo Recorders, Canoga Park, CA (Backstreet Records/MCA Records) "That's quite a good song," Petty says. "I wrote it quite late at night I think. I thought it was a nice optimistic verse in the end: 'I don't believe the good times are over.' I was probably feeling a little melancholy around that time. That song was one of the few things I was excited about on the album. Also not released as a single. Bruce Springsteen took me aside and told me what a great song that was. That made me feel better; somebody noticed it." "When we toured this record in Europe," Benmont says, "in the middle of 'Straight Into Darkness' for about four or five gigs in a row, fights broke out. It didn't matter if we were playing a regular gig or an army base or what, fights would break out in the middle of that song. I really love that song. I like it when Tom writes the darker stuff."
The Same Old You
  Date Performance: 1982, Running Time: 3:31
  Comments: Recorded at: Record Plant, Hollywood, CA. Mixed at: Rumbo Recorders, Canoga Park, CA (Backstreet Records/MCA Records) "That was Mike's," Tom says. 'Just a good rock song. I think I wrote the music to the bridge but the riff is Mike's. I don't remember who I was aiming that at. It's about somebody who thought they were not the same but they really were." "I had just joined the band," Howie Epstein says, "and we went straight into the studio to start Long After Dark. The first song we did was 'Deliver Me' and we did that for a long time trying to get the right take. It was starting to be the same thing the band went through with 'Refugee': take after take. I was coming from a situation where you did a whole record in a week, as opposed to getting drum sounds for three days. I thought, 'I guess this is how they do it in the big time.' We worked on 'Deliver Me' for a week and then I came in one day and they were trying it with another drummer, Terry Williams. I thought, 'Wo! What's going on? Am I next? One day will I come in and find another bass player?' Then Stan came back and we did get the track. At that point I think we needed to get something really quickly for morale. Mike brought in a demo of 'Same Old You' and it was a lot of fun, we got it in just a few takes. We started getting them real quick after that. 'The Same Old You' was the ice breaker. Amid all the tension with Stan leaving and coming back, no one remembered to tell Howie he had passed the audition. "I didn't know I was in the band for a long time," Howie laughs. "I did whatever audition I did and then I came in and played, but I was never told I was in the band! I never asked either. After three or four years I asked Tom, 'Am I in the band?'" "We cut that whole album with Phil Jones playing percussion live," Benmont says. "And when we toured, Phil came out and played percussion at the shows. So we didn't have to compromise anything. If we had cut it with Stan playing the backbeat and Phil playing with a shaker in one hand and a cowbell with the other, that's the way it went down on tape and that's the way we got to play it live."
  Date Performance: 1985, Running Time: 5:19
  Comments: Recorded at: Gone Gator One, Los Angeles, CA. Mixed at: Gone Gator One, Los Angeles, CA and The Village Recorder, Los Angeles, CA (MCA Records) "The character in that song is condescended to, but he actually almost deserves it," Petty says. "I really liked that song but I had great frustration with the record. I worked too hard on that. That was actually the big hand-smashing incident. I worked so hard on that record and couldn't bring it around, I couldn't mix it all down. I wanted civil war horns coming up and all this stuff. I got really grandiose in my picture of the song. Then while we were tying to mix it I went in the other room and discovered the original tape with just a 12-string and me singing and it was just so much better than what we had done that it sent me over the edge. "My whole lifestyle at the time had just run off the road. Getting hurt that badly certainly calmed things down. It was the first realization of 'Wow, this shit can kill you! It's a beast that will bite back.'" Petty was not the only Heartbreaker partying himself into the breakdown lane during that time. "Mike actually wound up in the hospital the same year," Tom says. "It would be another few years before Ben recovered. We took a lot of shrapnel that year. It was very hard for me and it taught me a lot: This isn't the way to do thls! But I think, as much as drugs or booze or any musical thing, it was also that we had never been allowed to grow up. We'd never been in a situation where it was even expected of us. You know, you're bouncing everything off the same four or five people you've been around since school! And now we've got children, we're married most people would have been conducting themselves differently. We suddenly had to deal with maybe not being around much longer."
Don't Come Around Here No More
  Date Performance: 1985, Running Time: 5:05
  Comments: Recorded at: Sunset Sound, Los Angeles, CA and Church tudio, London. Mixed at: Gone Gator One, Los Angeles, CA and The Village Recorder, Los Angeles, CA (MCA Records) David A. Stewart appears courtesy of RCA Records "That was while we were doing Southern Accents," Mike says. "During the Dark Period. Dave Stewart came along and he had this track he had originally offered to Stevie Nicks. I guess she balked at doing it. Tom heard it and said, 'Well, I'll do it.' Maybe just to piss her off. One thing led to another. Near the end of the recording process we said, this isn't really lifting up, we should have the band double time the tempo. It really took off. The band worked only internally for so long that we were getting stale, and Dave injected a new excitement into it." The promotional music video was directed by Jeff Stein.
Southern Accents
  Date Performance: 1985, Running Time: 4:45
  Comments: Recorded and mixed at: Gone Gator One, Los Angeles, CA (MCA Records) This song is to Tom Petty what "Let it Be" is to Paul McCartney, a sort of prayer that came in the night. Petty's mother had died a couple of years earlier, during the making of Hard Promises. "It took me some time to deal with it," he says. "I think that song was the most therapeutic way I finally dealt with it. It was a personal song in many ways," Petty says. "Even the jail cell stuff - someone I knew had been through that. I was so happy when I wrote that song, it materialized in the middle of the night. I actually found the tape of me writing the song, although I'm so far off the mike you can't hear me singing very well. I was at the piano and it was as late as 4 a.m. and suddenly this song started to just materialize. The bridge just chilled me. I was so jazzed by that song that I actually went up and woke Jane at about 5 and said, 'Listen to this, wake up and hear this song.' She said, 'Oh, that's nice, dear' and went back to sleep."
Make It Better (Forget About Me)
  Date Performance: 1985, Running Time: 4:24
  Comments: Recorded at: Gone Gator One, Los Angeles, CA. Mixed at: Gone Gator One, Los Angeles, CA and The Village Recorder, Los Angeles, CA (MCA Records) David A. Stewart appears courtesy of RCA Records. Maxine and Julia Waters appear courtesy of RCA Records "That was Dave Stewart's white boys trying to do R&B thing," Howie shrugs. "Dave Stewart and I wrote that song the same day we wrote 'Don't Come Around Here No More,' Tom says. "He wanted to do a Stax kind of thing. We cut that really quick with the Heartbreakers in my studio. Never one of my favorites, really. I guess it's a funky rocking thing but it never really drove me crazy."
The Best Of Everything
  Date Performance: 1985, Running Time: 4:03
  Comments: Recorded at: Sound City, Van Nuys, CA and The Village Recorder, Los Angeles, CA. Mixed at: Gone Gator One, Los Angeles, CA (MCA Records) "We cut the track for Hard Promises and it didn't make the album," Petty says. It laid around for a while and then Robbie Robertson called wanting to know if I had a song he could have for this Scorsese movie, 'The King of Comedy.' I said I had this ballad and I played it for him and he really liked it. He said, 'Do you mind if I edit it and do some overdubs?' I trusted Robbie, being such a fan. He took it away. Robbie wouldn't let me in the studio! One night I was across the hall in another studio and I ran into him. I said, 'What are you doing?' 'Well I'm actually working on your stuff.' When I got a break I walked over and went in and he rushed me out of the room saying, 'Don't take this the wrong way, but I don't want you here.' I guess he thought I might steer things a different way. I thought, okay, fair enough, I'll see what he does. "Then when he called me to come down and hear it. I may have even given him a weird impression because I was so stunned by it I didn't know what to say. I loved it, but it was so strange to me to hear those horns. But that started me thinking, 'Horns is interesting, I never would have thought of horns with this band.' I wanted to try to figure out how to do that. "Robbie is a very talented guy and to get Richard Manuel, one of my all time favorite singers, to sing that brought a tear to my eye. Just beautiful. The song never got used on the movie soundtrack because Warner Bros. and MCA were at each other's throats and MCA wouldn't allow Warners to use my track. It was given back to me. I played it for Nick Lowe when we were on tour and he thought it was incredible, fantastic. That's when I started thinking of the whole Southern Accents concept, and that this could work really well as the end of the album."
So You Want To Be A Rock 'N' Roll Star
  Date Performance: 1985-08-00, Running Time: 3:30
  Comments: Recorded at the Wiltern Theatre, Los Angeles, California. Engineered in the Westwood One Mobile truck, either August 6th or 7th, 1985. Mobile recording by Westwood One. Mixed at: Gone Gator One, Los Angeles, CA. With Soul Lips Horns & The Rebeletts. (MCA Records) "This version is quite different from the Byrds' actually," Petty says. "The guitar section is more inspired by 'Eight Miles High.' Roger actually adapted that into his act. I know all of the Byrds pretty well and they're lovely people. They've always been supportive of me, which I find very flattering. They never thought I was ripping them off. All of them have told me, 'If it weren't for you, we probably would have been forgotten.' I remember when we did 'So You Want to be a Rock 'N' Roll Star', Chris Hillman called me up and said, 'I'm so thrilled that you did it, I always thought that if the Byrds could have gotten along better and stuck it out we could have been as big as you guys.' That hit me so strange! Even when I did 'Feel a Whole Lot Better' on Full Moon Fever, Gene Clark called and thanked me so profusely. He was so proud of it. I felt really good that he got some dough and felt remembered. I'm grateful to the Byrds.'
Don't Bring Me Down
  Date Performance: 1978-07-16, Running Time: 3:40
  Comments: Recorded live to 2-track at the Paradise Theater, Boston, Massachusetts. (1985, MCA Records) From the Paradise in Boston, when the Heartbreakers were young and Ron Blair was still aboard. "The thing that I brought to the band was Eric Burdon and the Animals," Stan declares. "I was an Animals freak, I loved everything about them. I was more excited about the Animals on Ed Sullivan than I was ever going to be about the Beatles. I freaked out. I remember thinking, 'These records are killin.' I love that sound!' I played those records for Tom and he wasn't totally aware of them. I thought that was what Tom Petty and the Heartbreakers was going to grow up and become. We were going to go bluesy and gutbucket and mean and we were going to be a little ornery."
Jammin' Me
  Date Performance: 1987, Running Time: 4:09
  Comments: Recorded at: Sound City, Van Nuys, CA and M.C. Studios, Los Angeles, CA. Mixed at: A&M Studios, Hollywood, CA (MCA Records) "Bob Dylan and I wrote that," Tom says. "I was living in an apartment at the Sunset Marquis and Bob came around and wanted to write a few songs for an album he was doing. He took that song 'Got My Mind Made Up' and rewrote the words, and the same day we wrote 'Jammin' Me.' It was mostly written while he was reading the entertainment section. That's where Eddie Murphy and Vanessa Redgrave and all those people came into it. Those were Bob lines which I've taken shit for for years. It was a good song about the overload of information, how frightening satellites and those things were to us at the time." Tom laughs. "We both felt overloaded. We wrote it to a slightly different chord progression, then Michael came up with this great progression, that great riff, and I took it without really asking Bob and put it to this different music. Later on I played it back to him and he said, 'Yeah, it works.'" The promotional music video was directed by Jim Lenahan.
It'll All Work Out
  Date Performance: 1987, Running Time: 3:12
  Comments: Recorded at: Sound City, Van Nuys, CA and M.C. Studios, Los Angeles, CA. Mixed at: A&M Studios, Hollywood, CA (MCA Records) "That's one of my favorites ever," Tom says. "It's a durable song." Asked what inspired it, Petty is quiet for a minute and then says, "I think Jane and I were probably fighting at the time. We had a brief separation during that album. I don't think it was about that necessarily, but that inspired it." Which adds poignance to lines like "When she needed me I let her down." Petty has always worked hard to keep his private life private. Asked about his wife, he says, "She was always there and always been a good sounding board for me. All the music's been bounced off Jane. And she's always been very supportive of the group. I didn't really have a lot of time at home for many years, yet she was still very supportive."
Mike's Life/Mike's WorldInstrumental
  Date Performance: 1987, Running Time: 0:40
  Comments: Recorded at: M.C. Studios, Los Angeles, CA. Mixed at: Mike's (MCA Records)
Think About Me
  Date Performance: 1987, Running Time: 3:46
  Comments: Recorded at: Sound City, Van Nuys, CA Mixed at: A&M Studios, Hollywood, CA (MCA Records) "That was more of a rave-up thing," Petty says. "I think it was commenting on VCRs and compact discs and how much status they carried at the time. It's just a lighthearted song." Given his already admitted fear of satellites, it is apparent that Let Me Up was written during Tom's little-known Luddite phase. Howie says, "As I remember, we just jammed with Tom shouting out ideas and then he went home and fine-tuned the lyrics. In hindsight people always say, 'I love Let Me Up.' But it wasn't a big hit. All I can figure is that maybe song-wise it's not as strong. But as far as the band playing together and attitude-wise, it's great. A lot of those things were jams that became songs. We'd get a progression together, Tom would have a sketch of lyric and melody and go home and finish them. He didn't come in with things already written."
A Self-Made Man
  Date Performance: 1987, Running Time: 3:01
  Comments: Recorded at: Sound City, Van Nuys, CA Mixed at: A&M Studios, Hollywood, CA (MCA Records) "I saw that as kind of a B-movie starring Johnny Cash," Petty laughs. "I actually gave it to Johnny Cash recently but he couldn't quite get into the chorus, it wasn't right for his voice. I really like the guitar solo on that tune." Of course, as the Heartbreakers were working so closely with Dylan at the time, "Self-Made Man" was assumed to be Tom's take on Bob. "That makes perfect sense," he admits, "but I don't think I was conscious of that. I sometimes write these things and it can be a year later that I look back and it's very clear to me exactly what I was writing about, but at the time, I was just going with the muse. 'Something's going on here. Let's write it out and see what it is and if it feels honest it's okay.' I think if I always knew specifically what was on my mind as I was writing it might hang me up a little bit, I'd feel I was being too confessional. But with the luxury of hindsight I often look back and say, That's exactly what was going on.'"
Disc Three - Good Booty:
Free Fallin'Lyrics available
  Date Performance: 1989, Running Time: 4:16
  Comments: Recorded at: M.C. Studios, Los Angeles, CA. Mixed at: Rumbo Recorders, Canoga Park, CA (MCA Records) Jeff Lynne appears courtesy of Reprise Records One of Petty's most compelling pieces, "Free Fallin" became an anthem - or maybe an anti-anthem - in the early 90's. Tom told the story of writing it in a 1989 interview: "Bugs, a roadie who's been with us since the day we started, bought me this Yamaha keyboard. I said, 'Man, why'd you buy that? It's expensive!' He said, 'If you write one song on it it'll pay for itself.' So he charged it to me and left it there. Jeff Lynne was over one night and I started playing with it. I played..." Petty hummed the opening chords of "Free Fallin'" plus five more, a busy pattern. "Jeff goes, 'Wait, what was that - just play that first part over and over.' Okay, I did. And Jeff's just sitting there smiling and he says, 'Go on, sing something.' So just to make Jeff smile I sang, 'She's a good girl, loves her mama.' And from there I wrote the first and second verses completely spontaneously. We were smart enough to have a cassette on. Jeff said, 'Go up on the chorus, take your voice up a whole octave, what'll that sound like?' I said, 'What do I sing?' Jeff said, 'I'm free fallin'.' So I sang, 'I'm freeee...' He said, 'Wo, there's power in that, that's good.' I wrote the third verse after he left and brought it in and showed it to him the next day. It all fit together and we were really excited. We went running over to Mike's with the song. Mike hardly knew Jeff, we just showed up and said, 'Hey, we gotta do a record right now! We gotta get this song down.' Mike said sure and we did it. "Axl Rose called and asked me, 'Where did you get that line about the vampires in the valley?' When I'm driving I sometimes see these shadowy-looking people just off the sidewalks, around the post office. I always thought of them as vampires for some reason." Through songs like "Free Fallin'", Petty has been able to keep bringing in teenage fans while continuing his relationship with an audience his own age. "I never will exactly understand why we still have a very large teenage audience," he says. "The only thing I can figure is that we never pandered to them in any way. Maybe they respect that." The promotional music video was directed by Julien Temple.
I Won't Back Down
  Date Performance: 1989, Running Time: 2:57
  Comments: Recorded at: M.C. Studios, Los Angeles, CA. Mixed at: Conway Studios, Hollywood, CA (MCA Records) George Harrison appears courtesy of Dark Horse Records. Jeff Lynne appears courtesy of Reprise Records "I remember that being written in the studio," Mike Campbell says. "Tom and Jeff had started it but they didn't have all the words. We were mixing 'Free Fallin',' which we had just done, and they went in the next room and finished it on the piano. Things were moving fast around that time." "I remember coming down to Michael's garage to do background vocals," Howie says. "It was the first time I worked with Jeff Lynne. George Harrison was there. I did vocals with Tom, George and Jeff. We got the parts pretty quickly. It was all done in maybe 40 minutes." The promotional music video was directed by David Leland.
Love Is A Long Road
  Date Performance: 1989, Running Time: 4:08
  Comments: Recorded at: M.C. Studios, Los Angeles, CA. Mixed at: Sunset Sound, Hollywood, CA Additional recordings at: Devonshire Studios, North Hollywood, CA and Conway Studios, Los Angeles, CA (MCA Records) Jeff Lynne appears courtesy of Reprise Records "The music was sort of inspired by a motorcycle," Mike says. "I had a motorcycle at the time which I have since sold. I was really into that frame of mind. The music reflects what I was feeling. Tom heard it and liked it and wrote some words. Jeff was away at the time. When he came back he helped us tidy up the track, this monster we'd created. I like that one a lot." Did Motorcycle Mike suggest the "long road" image to Tom? "No, I would never presume to do that cause he's so good with lyrics. I remember saying at one point, 'This feels like a motorcycle shifting gears,' but he might have already written the words by then."
Runnin' Down A Dream
  Date Performance: 1989, Running Time: 4:24
  Comments: Recorded at: M.C. Studios, Los Angeles, CA. Mixed at: Sunset Sound, Hollywood, CA (MCA Records) Jeff Lynne appears courtesy of Reprise Records Mike remembers, "I had a demo that was half the speed of the final record. I was playing that riff with kind of a slow AC/DC beat. Jeff heard it and said, 'That's a great riff but you should put a backbeat across it.' Tom and Jeff took the riff and wrote the rest of the song around it. I was delighted, I'd had that riff laying around for a long time." The promotional music video was directed by Jim Lenahan.
Yer So Bad
  Date Performance: 1989, Running Time: 3:06
  Comments: Recorded at: M.C. Studios, Los Angeles, CA. Mixed at: Rumbo Recorders, Canoga Park, CA (MCA Records) Jeff Lynne appears courtesy of Reprise Records The Wilburys period seems to have infected all involved with a taste for circle songs in the "It Ain't Gonna Rain No More" tradition. "I love that English Beatles sound," Mike says. "'Yer So Bad' was the second song we did for Full Moon Fever. That was such an incredibly inspiring time for us because Jeff knew so much about recording technique and songwriting that we didn't know. We were kind of in a rut and he came in with all these fresh ideas. The night after we did 'Free Fallin'', Tom and Jeff went off and wrote that one and came in the next day and said, 'Let's do another.' We recorded it in a couple of hours. Tom and I were just amazed that you could make records that fast after so many years of slaving over tracks." "Jeff had a huge impact on me, my music, my life," Tom says. "And I think Jeff had a huge impact on Mike as well. We had never met anyone who was such a wizard in the studio. He could pull off anything with ease and it just fascinated us. It was like a college education in making records." The promotional music video was directed by Julien Temple.
Alright For Now
  Date Performance: 1989, Running Time: 2:03
  Comments: Recorded at: Rumbo Recorders, Canoga Park, CA Mixed at: Sunset Sound, Hollywood, CA (MCA Records) "Jeff was out of town again," Mike says. "Tom wrote it and we went in the studio, just the two of us, and built it up. Jeff helped us mix it. It was pretty simple. Jeff was always leaving. This wasn't supposed to be an album. It just grew track by track. After we had about four things Tom and I decided we were making a record and Jeff didn't understand that. He kept running off to do other things and we kept saying, 'Just one more!'"
Learning To Fly
  Date Performance: 1991, Running Time: 4:03
  Comments: Recorded and mixed at: Rumbo Recorders, Canoga Park, CA (MCA Records) Jeff Lynne appears courtesy of Reprise Records "I quite liked 'Learning To Fly,'" Tom says. "I got it from a pilot on television. He said there's not much to learning to fly. The difficult thing is coming down. And I thought, 'Yeah, that's true.' The song came pretty quickly after that. I still like that song and still perform it." Howie notes, "That song, and a lot of the other songs from Into the Great Wide Open, really came alive on tour. I suppose when doing that album the formula was pretty well worn." The promotional music video was directed by Julien Temple.
Into The Great Wide Open
  Date Performance: 1991, Running Time: 3:44
  Comments: Recorded and mixed at: Rumbo Recorders, Canoga Park, CA (MCA Records) Jeff Lynne appears courtesy of Reprise Records "That was one of the first ones I wrote for the album. I really liked the video to that, one of the only times I've ever felt fulfilled by a video. The song was such a narrative that the video was a piece of cake to make. I even had people coming to me wanting to make it into a movie. I said, 'It's been done.' I really think an entire movie would be more than is required. But it was a lot of fun. Very funny song and a very true song." The promotional music video was directed by Julien Temple.
All Or Nothin'
  Date Performance: 1991, Running Time: 4:08
  Comments: Recorded and mixed at: M.C. Studios, Los Angeles, CA (MCA Records) Jeff Lynne appears courtesy of Reprise Records "Now that one I really did like," Petty grins. "That was mostly Mike's baby and Jeff and I rewrote some of the music. I thought it was very cool. It had a very ominous sound to it. I thought it was a pretty good vocal on that one. That was one that I would have preferred been on the radio, rather than 'Out in the Cold'." "But it's best not to pay any attention to what radio chooses," Petty laughs, "as long as something gets played."
Out In The Cold
  Date Performance: 1991, Running Time: 3:41
  Comments: Recorded and mixed at: Rumbo Recorders, Canoga Park, CA (MCA Records) Jeff Lynne appears courtesy of Reprise Records "That was a little bit more of a rock thing," Howie says. "People were dying to hear the Heartbreakers rock. It proves itself: when we put out 'Mary Jane's Last Dance,' people went crazy. Same thing with 'You Wreck Me.' My involvement on the Into the Great Wide Open album was not that much, I looked at it as more of another Tom solo record and 'give the Heartbreakers a little to do.' They'd have Ben play two notes and I'd sing some stuff and that was it. To me it wasn't really a Heartbreakers record." Tom says, "'Out In The Cold' was never something that I was particularly knocked out with. It was fun, but I was always annoyed that there were two songs that got played all the time on the radio in L.A., 'Out In The Cold' and 'Making Some Noise,' which I thought were the lesser songs of the album, really. But they rocked the hardest. It was this cold realization to me that, in the end, whatever has the loudest guitar and the wildest beat is probably what they're going to play. But I don't think it's a bad song. It has some good lines in it. I just never was completely happy with it. Michael's really great on that and we played it pretty well, but we've never played it again."
Built To Last
  Date Performance: 1991, Running Time: 3:58
  Comments: Recorded and mixed at: Rumbo Recorders, Canoga Park, CA (MCA Records) Jeff Lynne appears courtesy of Reprise Records "'Built to Last' went through two incarnations," Tom recalls. "It had two different beats. I wrote that in the studio and I think you'll hear a bit of that lyric in 'Turning Point.' I don't often do that, but it just popped into my head and I thought, why not? It was a good song and I was really annoyed later on when I heard that the Grateful Dead had a song called 'Built To Last.' I thought I'd written a great title."
Mary Jane's Last Dance
  Date Performance: 1993, Running Time: 4:33
  Comments: Recorded at: Ocean Way, Hollywood, CA. Mixed at: Gone Gator Two (MCA Records) "There was a period during Full Moon Fever," Petty says, "where Jeff was in England and Stan came over, and Mike and Stan and I were playing and I got on a roll where I was improvising songs. I must have done twenty or so in one afternoon. Sometimes I can get lucky and really go stream of consciousness and all kinds of shit comes out. We actually have a video of 'Mary Jane' going down, except there was no chorus. But most of the words came out, though they may have been tidied up some later." "When we were going to do the greatest hits I was mid-way through Wildflowers and contractually I had to do two tracks for the greatest hits album. I was actually really annoyed about it and didn't want to stop what I was doing. I said, 'I hate the whole idea that you have the Greatest Hits and then you have two new things on the end.' Rick Rubin said, 'Well, I think we should stop and you go away and write something specifically for the Heartbreakers and then we'll bring all of them in, we'll go to another studio, and we'll have another session.' He got hold of that tape and went through it and he said, 'I really like this but you need to write a chorus for it.' I sat down that evening and the first chorus that came to me, at least the tune and the chords, was the one we kept. But I wasn't singing those words. I was singing 'Indiana Girl' or something really bogus. I think we even cut it with me singing those words. Later on when I started listening to it I thought, 'Now I've got to take the lyric up a bit to where it's something a little more meaningful.' I struggled around with it and finally arrived at 'Mary Jane's Last Dance.' It made much more sense to me. I still think it's one of the better Heartbreakers singles." On record and even more in concert, "Mary Jane's Last Dance" gave Petty a chance to stretch out on lead guitar: "I got to play a lot on the record which I don't usually, because Michael's so good that I feel intimidated. He's been encouraging me to play solos and that was one where I had this lick in there and he was playing it in slightly different syncopation. I said, 'No, no, it's like this,' and Mike said, 'Look, there's no need you teaching me, why don't you just do it?' And when it came to the solo he just said, 'You should do it, you're doing fine.' So he let me have the solo at the end and he did the nice one in the middle. That record really came out well. It was our last session with Stan. We had very happy sessions, those last sessions. I think he felt good because he was leaving on a real high note. This was the biggest album we ever had as it turned out. It brought in a whole other generation of people. And the funny thing was how hard I fought against putting anything new on it. Rubin will never let me forget it that I complained about that so much. But I'm really glad I did it now." The promotional music video was directed by Keir McFarlane.
Christmas All Over Again
  Date Performance: 1992, Running Time: 4:15
  Comments: Recorded at: A&M Studios. Mixed at: M.C. Studios, Los Angeles, CA (Courtesy of A&M Records and Special Olympics International) Jimmy Iovine had been after me since I don't know when, because he'd done one Very Special Christmas album already and I never came through for him. I didn't want to do somebody else's song. To me and Mike there's only one Christmas album in the pop field and that's Phil Spector's - that was the only one we could relate to. That really sounds like Christmas to me. So we thought we'd do something like that, eighteen guys, cut it all live." "The funny thing is I wrote the song on a ukelele. George Harrison had come by and given me a ukelele and spent a whole afternoon teaching me the chords. The ukelele is a really cool instrument, even though it doesn't have that image. I took the ukelele with me to my house in Florida in the middle of the summer and wrote this Christmas song. When I got back we had a rehearsal with the Heartbreakers. I think Howie was out of town so Scott Thurston was playing the bass. Then I told Jimmy what I wanted to do and he said, 'Wow, okay.' So he booked all the musicians. There's a really good film that's quite long of us doing that session and you see the whole thing, me taking five people aside at a time and teaching them their part and then going to the next four and teaching them. We had a harp and a harpsichord, Jim Keltner and Stan playing drums as well as a percussionist, we had two bass players, four acoustic guitars, just crazy shit going on. Michael on the 12-string. Just like we had heard it could be done. "It was a lot of fun, but when I finished with it, it was pretty much a mess. I called Jeff Lynne and he came and helped me redo the lead vocal and tidy it up just a little bit. I think Jeff had a good idea for a stop at one point where we put in that long drum fill that really made it happen. And I've always been happy because every Christmas I do hear it on the radio and I really like it."
Disc Four - The Other Sides:
Casa Dega
  Date Performance: 1979, Running Time: 3:37
  Comments: Recorded at: Sound City, Van Nuys, CA and Cherokee Studios, Hollywood, CA. Mixed at: Sound City, Van Nuys, CA (Backstreet Records/MCA Records) Other Side: (1979) US/Japan-Don't Do Me Like That UK-Here Comes My Girl (1994) UK-Mary Jane's Last Dance "I misspelled it," Tom admits. "It has two S's. Cassa Dega is in Florida, it's a town of fortune tellers not far from Gainesville. I actually wrote that on an airplane after reading an article in the New York Times about Cassa Dega. Mike came in with a track, I think about the same time as 'Refugee' and 'Here Comes My Girl', and we put those words to it, though we radically changed the music when we went in the studio."
Heartbreaker's Beach Party
  Date Performance: 1983, Running Time: 1:58
  Comments: Recorded and mixed at: Sound City, Van Nuys, CA (Backstreet Records/MCA Records) Others Side: (1993) US/UK/Japan-Change Of Heart. Unsure if "everone present" on "background vocals" includes Iovine & Yakus as well or not. Percussionist Phil Jones began banging on a bongo, which reminded Tom of a cheap beach party movie. The band dove in, falling over laughing when they got to the part where they were all supposed to yell, "Heartbreaker's beach party - yeah!" It was issued on the back of "Change of Heart." It later became the title of a Heartbreakers documentary by writer/director Cameron Crowe.
  Date Performance: 1984, Running Time: 3:16
  Comments: Recorded and mixed at: Gone Gator One, Los Angeles, CA (MCA Records) Other Side: (1985) US/UK/Japan/Germany/Italy/Canada/New Zealand-Don't Come Around Here No More One of the great obscure Heartbreakers songs, everyone now agrees that "Trailer" should have been on Southern Accents - for which it was conceived - rather than relegated to the flipside of "Don't Come Around Here No More." Written about the south he left behind, the song is one of the best examples of Petty's ability to speak in the voice of a character who gives away things about himself that he does not even recognize. "'Trailer' was something that we really lived and understood very well," Petty says. "It was where we all came from." "It was done during that dark period," Mike says, "before Dave Stewart entered the picture, before we got real confused about the Southern Accents album. It fit the theme. I like the story. It reminds me of the Florida days: scuffling, trying to get something going." Asked if he is able, twenty years and a world of success later, to relax in Gainesville with people he knew growing up, Petty says, "The problem is usually not you, it's more them. If they can accept you as somebody they went to high school with, then I have no problem. But if they're really intimidated by your presence, then you're not going to be able to just sit and talk."
Cracking Up
  Date Performance: 1984, Running Time: 3:34
  Comments: Recorded and mixed at: Gone Gator One, Los Angeles, CA (MCA Records) Other Side: (1985) US/UK/Germany-Make It Better (Forget About Me) (1985) UK-Make It Better (Forget About Me) (Dance Mix) A Nick Lowe song, issued on the back of "Make It Better." "I think I first met Nick over the phone in London when he had the Jesus of Cool album out," Petty says. "We kept in touch, did a tour together. I always liked 'Cracking Up.' It was just one of those afternoons in the studio with not much to play. I said, 'What about "Cracking Up"?' and everybody said sure. We did it in a couple of hours. Nick came in right after we finished playing it."
Psychotic Reaction
  Date Performance: 1991-11-23, Running Time: 4:50
  Comments: (Live) Recorded at: Lawlor Events Center, Reno, NV. Mobile Recording by: Westwood One. Mixed at: Sunset Sound, Hollywood, CA (1991, MCA Records) Other Side: (1992) Germany-All Or Nothin' UK-E.P. Too Good To Be True "It's Stan singing this one," Tom explains. "It was always his big number. The funny thing was the Count Five, the guys who did the original, actually came to see us at the Oakland Coliseum and they were so thrilled that we were going to do it that they gave me one of their vampire capes. Then they walked back to their seats and Stan looked at me and said, 'I can't sing, I've lost my voice, I can't do my number.' 'WHAT? Great night to not be able to do it! Here they are, we just got a cape...' So I had to step up and sing it without any rehearsal. It was the only night I ever sang it in my life. I wonder if they even knew that I didn't usually sing it."
I'm Tired Joey Boy
  Date Performance: 1991-11-23, Running Time: 3:43
  Comments: (Live) Recorded at: Lawlor Events Center, Reno, NV. Mobile Recording by: Westwood One. Mixed at: Sunset Sound, Hollywood, CA (1992, MCA Records) Other Side: (1992) UK-E.P. Too Good To Be True For the flip side of "Too Good To Be True" Petty selected this version of a recent Van Morrison song from a 1992 concert. "I love that song," Petty explains. "I love that whole Avalon Sunset album. It appeared at rehearsal one night and we did it for a while." This series of live B-sides from the early 90s represented the initial appearances of Scott Thurston, the Heartbreakers touring utility player, on record. Petty says, "Having Scott, a very talented guy on so many instruments who can sing great, we're really not too limited. We can actually reproduce all the parts. It's great fun."
Lonely Weekends
  Date Performance: 1991-11-24, Running Time: 2:48
  Comments: (Live) Recorded at: Oakland Coliseum, Oakland, CA Mobile Recording by: Westwood One. Mixed at: Sunset Sound, Hollywood, CA (1992, MCA Records) Other Side: (1992) UK-E.P. Too Good To Be True During a soundcheck one night, the Heartbreakers started playing this Charlie Rich chestnut and Petty decided he wanted to add it to the set list - but no one knew all the words. Crew member Mark Carpenter lit out of the auditorium, bought a copy of Rich's record, put it onto a cassette, and had it playing back to the band before the sound check was over. Thank him for this recording. After that the tune was often added to weekend shows.
Gator On The Lawn
  Date Performance: 1981, Running Time: 1:36
  Comments: Recorded and mixed at: Sound City, Van Nuys, CA (MCA Records) Other Side: (1981) US/Japan-A Woman In Love (It's Not Me) (1994) UK-Mary Jane's Last Dance Speaking of not Jimmy's forte. On the tape, after the Heartbreakers finish this psychobilly rave-up, Iovine can be heard on the talkback saying, "I don't understand this number." In spite of the fact that he is the owner of Gone Gator music and grew up within hiking distance of the mighty U of F Gators, Petty says that the Heartbreakers grew mighty sick of the big reptiles. "If you go through Gainesville there's gators everywhere," Tom groans. "Gator this and Gator that. Gators come out of the sewers and walk the streets. A gator got on the lawn of my friend Marty Jourard's house and ate his dog. I found this hysterical. Marty didn't." "Gator on the Lawn" was the B-side of "A Woman in Love."
Make That Connection
  Date Performance: 1987, Running Time: 5:05
  Comments: Recorded and mixed at: Sound City, Van Nuys, CA (MCA Records) Other Side: (1987) US/Japan/UK-Jammin' Me (1994) UK-Mary Jane's Last Dance "Mostly ad-libbed," Petty admits of this Let Me Up outtake that was issued on the back of "Jammin' Me." "If you listen closely, you'll notice I have no idea what to say in the verses. But it had so much fire in the track that we kept it." "That's a live track," Howie says. "My vocal and Tom's vocal were all done live. I think Mike overdubbed one guitar." Stan Lynch expresses the opinion that this is what all of Let Me Up should have been: "As far as I'm concerned, the outtakes were the album."
Down The Line
  Date Performance: 1989, Running Time: 2:54
  Comments: Recorded at: M.C. Studios. Mixed at: Sound City, Van Nuys, CA (MCA Records) Other Side: (1989) UK/Germany-Runnin' Down A Dream US-Free Fallin' (1994) UK-Mary Jane's Last Dance The legendary Marty Jourard - he of the Motels, Road Turkey, and the unfortunate gator-eaten dog - played sax on this Full Moon Fever outtake, that did service as a B-side to "Free Fallin'" in America, "Runnin' Down a Dream" in Germany, and "Mary Jane's Last Dance" in the U.K. "'Down the Line' was almost a direct copy from some old rhythm and blues song I'm embarassed to say I don't remember the name of," Mike admits. "Phil Jones, the drummer on Full Moon Fever, brought in this 45 one day and said 'You gotta hear this track.' It was an amazing groove, so we copped the basic feel of it and I wrote some new chords. Then Jeff came in and suggested changing some chords, and then Tom came up with some words."
Peace In L.A.
  Date Performance: 1992, Running Time: 4:43
  Comments: (Peace Mix) Recorded at: M.C. Studios (MCA Records) Other Side: (1992) US-Peace In LA After the Los Angeles policemen who had been videotaped beating Rodney King were aquitted, riots broke out across LA and whole city blocks went up in flames. Petty wrote this plea for forgiveness, assembled the Heartbreakers, cut it, and had it to radio stations before the smoke had cleared. "Tom wrote it, came over to my house, we got the band in and had it out the next day," Mike says. "It was fun to do it, we used samples and stuff we don't usually do. It was on the radio in L.A. within four hours of our finishing it. Like the old days." Howie Epstein and his girlfriend Carlene Carter are mysteriously credited with "Telephone" on that track. "Howie couldn't make it over and we wanted him to sing a harmony," Mike explains. "So we called him up on the phone, played the track to him and miked the phone. I don't think we actually got him to sing over the phone, we taped him talking and put the voice in." Is it Howie's voice in the background describing seeing smoke and flames? "Yes," Mike says. "It was a fire in his kitchen." Not the fires from the riots, but who was going to know? The version that went to radio was the lyric-heavy A-side. The version here - the "peace mix" - is the more atmospheric flip, a rare example of the funky Heartbreakers.
It's Rainin' Again
  Date Performance: 1980, Running Time: 1:32
  Comments: Recorded and mixed at: Sound City, Van Nuys, CA (Backstreet Records/MCA Records) Other Side: (1980) US/Japan/Holland/Italy/Australia-Refugee. Unsure if "everone present" on "background vocals" includes Iovine & Yakus as well or not. The flip side of "Refugee" was a moody Beggar's Banquet-style blues of which Stan says, "Those were real quick, just fun, sort of soundchecking in the studio, piss Jimmy Iovine off kind of songs. He hated that kind of shit, it would just make him climb the walls."
Somethin' Else
  Date Performance: 1978, Running Time: 2:06
  Comments: (Live) Engineered in The Mobile Manor Unit. Recorded at: Hammersmith Odeon, London. Mixed at: Sound City, Van Nuys, CA (1980, Backstreet Records/MCA Records) Other Side: (1980) UK-E.P Limited Edition - Even The Losers An Eddie Cochran oldie recorded at London's Hammersmith Odeon during the Heartbreakers' first blast of British stardom, this was released a couple of years later on the back of "Even the Losers" and also as part of a limited edition English EP. "England is so immediate," Petty says. "You're a star in a week. Magazine covers, 'Top of the Pops.' It took us four or five weeks to go from support group to doing our own tour. We stayed there for a pretty good stretch that first time. We saw the punk explosion. The Sex Pistols came to some gigs, Nick Lowe and Elvis Costello were coming out of the woodwork. It was enormous fun." "Blues," Petty explains, "is not Jimmy's forte."
I Don't Know What To Say To You
  Date Performance: 1978, Running Time: 2:28
  Comments: Recorded and mixed at: Sound City, Van Nuys, CA (Shelter Records) Other Side: (1978) US/UK/Germany-Listen To Her Heart This track was recorded at one of the very first Heartbreakers sessions and was issued two years later as the flip side of "Listen to Her Heart." "John Sebastian's on that track," Stan Lynch declares. I'm pretty sure John Sebastian came in with a 6-string bass or a baritone guitar and played a finger-picking style on that song. He was riding high with 'Welcome Back, Kotter.' I think we cut that over at Sound City, real early. I don't even know why John Sebastian was there. Maybe he was working on a record next door and he just came by to say hello and ended up playing. Jeff Jourard was in the band too, at the time, playing guitar. Three guitar players if you can feature that!" Jourard was soon elbowed out of the Heartbreakers; he joined his brother Marty (the Road Turkey vet) in the Motels. Petty remembers that another Heartbreaker also nearly departed after that session. "I invited John Sebastian down to play harmonica and baritone guitar," Tom says. "He was going on tour and he almost took Stan. Stan considered it. Four hundred dollars a week. We talked him out of it." Petty ad libbed the lyrics with the help of Denny Cordell's racing form. Note that "Road Turkey's in the lobby." Learning the beat to "Summer in the City" presumably.
King's Highway
  Date Performance: 1993-11-04, Running Time: 3:30
  Comments: (Live) Recorded at: The O'Connell Center, University of Florida, Gainesvile. Mobile Recording by: Westwood One. Mixed at: Sixteenth Avenue Sound, Nashville, TN (MCA Records) Other Side: (1993) Germany-Something In The Air This acoustic version of the Great Wide Open track was issued as the B-side of "Something in the Air" in Germany. "I really think it's better acoustically than the way we did it on the album," Petty says. "You can hear the song a little better. We rocked it up, and it didn't need to be rocked up." Completely transformed, the song now feels like Petty's "Thunder Road," a hymn to hope in the face of adversity. Listening to the defiant optimism in "King's Highway" it feels as if the promise of a reward for sticking out the sacrifices is the thread that runs though all this music, and the theme that ties so much of Tom Petty's work together. The ten-year-old kid took Elvis' advice; he followed that dream.
Disc Five - Through The Cracks:
On The Street
  Date Performance: 1973, Running Time: 2:10
  Comments: by Mudcrutch. Recorded live to 2-track in Benmont's parent's living room - Gainesville, FL. This is from the Mudcrutch demo tape carried by Tom to Los Angeles, where it won them a record deal. "Benmont wrote that and it was played live into a two-track tape deck in his parent's living room," Tom says. "His parents are wonderful people. That tape had about six or seven other songs on it and that was our demo that we took to California. That was kinda what got us the deal. That's all live, there's no overdubs or anything. We were really good, really tight, and super-rehearsed." "You couldn't mess with that recording if you tried," Ben laughs. "My parents let us leave the drums set up in the living room and everything. We could play in there up to a certain hour, like six or something. They were great. Somebody found Rick Reed who I think may have run an electronics or stereo shop. He had a van and a 2-track machine and knew how to make tapes. "I haven't heard 'On the Street' in years. I remember I wrote this very pretty melody. It sounded like a mid-tempo Todd Rundgren ballad off of Runt. I was very into Todd. Tom went, 'That's cool, let's do that' and then proceeded to play it twice as fast."
Depot Street
  Date Performance: 1974, Running Time: 3:26
  Comments: by Mudcrutch. Recorded and mixed at: The Village Recorder, Los Angeles, CA The only Mudcrutch record released from a year of frustrating studio work was this single, probably named for a road in Gainesville. "When we first met him, Denny Cordell was really into reggae," Petty explains. "He had been down to Jamaica with Chris Blackwell and they had just started this label called Mango and signed up a lot of people." Mango had a huge impact on bringing reggae to the U.S. around this time with The Harder They Come. "He was playing us these reggae records and it was my attempt really to try to put some kind of reggae thing into it. There was hardly anyone doing it at the time, and I think Cordell really grooved on that, that we were trying. But I didn't think we were really successful at it or that it's one of the better things we did. But that's what he liked for the single." "It did nothing," Benmont recalls. "The folks at the record company were kind of like, 'See - "Philadelphia Freedom" - this is what a single should sound like. "Depot Street" is what a single should not sound like."
Cry To Me
  Date Performance: 1974, Running Time: 3:07
  Comments: by Mudcrutch. Recorded at: Shelter Church Studio, Tulsa, OK. Mixed at: Johnny Yuma Recording, Burbank, CA Recorded during Mudcrutch's last trip to Tulsa, when Denny Cordell exiled them to the Shelter Church studio for six weeks to get used to recording. The Heartbreakers later revived their version of the Solomon Burke tune for the No Nukes concert and album. "The only time I remember doing it was around the No Nukes period," Petty says. "We might have been playing it onstage. It got put on that No Nukes album but we never did it much. I don't even remember if Mudcrutch played it a lot, but I know we recorded it in Tulsa." "I think Mudcrutch was a pretty interesting band for a bunch of kids that didn't know what they were doing," Ben says. "It was all over the map but it was trying to find some kind of ground and we finally found it: Let Tommy take the ball and run with it!"
Don't Do Me Like That
  Date Performance: 1974, Running Time: 2:47
  Comments: (Mudcrutch Version) Recorded and mixed at: Shelter Church Studio, Tulsa, OK. Recorded in Hollywood, just after Danny Roberts left Mudcrutch and Charlie Sousa joined. It's strange to find out that a song that seemed on Damn the Torpedoes to be about the strains of getting famous ("If you were in the public eye...") turns out to have been written before anyone outside of Florida had ever heard of Tom Petty. "The public eye could have been just walking down the main street of Gainesville," Ben says. "Tom just came in and played it on the piano. I played what he had played. I thought it was a great song. I remember when they sent us on tour to promote 'Depot Street' or something, we played a few gigs here and there in New Orleans and we'd go down to radio stations in the area and play them our tape of 'Don't Do Me Like That.' Then Mudcrutch went out with a whimper, and the song just went away. "During Damn the Torpedoes one of us said, "Oh come on, lets play 'Don't Do Me Like That'" and we did it once. Tom was like, 'Nah that's old.' I think Iovine heard it and got excited. Rightly so. That was just a lot of fun. It still is. But I don't know any better than to be twenty years old and we've just been signed to a record label but we don't know when the record's going to come out and we're completely disorganized and confused and Tom comes in and sits down at the piano and goes, 'Well I got this one' and plays 'Don't Do Me Like That.'"
I Can't Fight It
  Date Performance: 1974, Running Time: 3:00
  Comments: by Mudcrutch. Recorded at: Shelter Church Studio, Tulsa, OK. Mixed at: Johnny Yuma Recording, Burbank, CA "We were very green," Mike recalls. "We were just trying to learn the ins and outs of the studio. Tom was developing his writing. He brought this song in on the guitar although he played bass on the track. Danny Roberts was gone by this time. It was just a rock and roll song. It sounds very young." Were Mudcrutch so oblivious to commercial realities that they did not consider it self-defeating to put the word "fucking" in the chorus? "I guess that's the way Tom felt," Mike shrugs. "The last thing we were worried about was havinq a bad word in a song."
Since You Said You Loved Me
  Date Performance: 1974, Running Time: 4:40
  Comments: Recorded at: Warner Brothers Recording Studio, Burbank, CA After Mudcrutch dissolved, Petty and Mike Campbell started work with Cordell on a Tom Petty solo album. Studio legends Emory Gordy, Al Kooper, and Jim Gordon came in and took over. Most struggling singer/songwriters would have been down on their knees saying Thank you, Lord. But Petty still wanted a band. "It's a great track," Campbell says, "but it's kind of a sappy song. I look at it as us trying to find a way to do a ballad. Tom sings it really good, but some of the words are a little overly-romantic. It was very early in his songwriting days. He sings it very soulfully though. I love the ay-yi-yis on the chrous."
Louisiana Rain
  Date Performance: 1975, Running Time: 4:23
  Comments: Recorded at: Warner Brothers Recording Studio, Burbank, CA Recorded with the studio pros in the days between the end of Mudcrutch and the start of the Heartbreakers, this early version has slightly rawer words than what ended up on Damn the Torpedoes three years later, including the line, "It was just some mean old poison that I took up my nose." "The old version is a little tougher as a lyric," Petty says. "I think Jimmy Iovine really wanted me to tone that down a little bit, he was a little concerned about that verse. The funny thing is, when I go to play it I tend to remember the old verses, I don't remember what I changed it to, really." Iovine also disliked the reference to being taken in by "an aging boardwalk queen" and Petty changed it to "and it left it's mark on me."
Keeping Me Alive
  Date Performance: 1982, Running Time: 2:59
  Comments: Recorded at: Record Plant, Los Angeles, CA. Additional recording and mixed at: Johnny Yuma Recordings, Burbank, CA "'Keeping Me Alive' was inspired by the Everly Brothers," Tom says. "The Everly Brothers songs aren't real deep on the surface, but they say so much about the times - and sometimes the innocence is a bit naughty. I was going for something like that. When I hear it now it really makes me feel good. I don't know why we never got around to doing that one. Mike recorded it with the Williams Brothers but they didn't have a hit with it."
Turning Point
  Date Performance: 1982, Running Time: 2:53
  Comments: Recorded at: Record Plant, Los Angeles, CA. Additional recording and mixed at: Johnny Yuma Recordings, Burbank, CA "This was kind of the same idea as 'Keeping Me Alive' but much darker," Petty says. "It's almost Buddy Holly-ish, or an 'I Fought the Law' kind of feel. It's kind of an ominous song, though I think an optimistic one. I thought it hung together really well and had really great changes, great tension. After I saw that it wasn't going to make Long After Dark, I sent it to Lone Justice, who wanted a song after 'Ways to Be Wicked', and they didn't do it. When I heard it back recently, it sounded great to me."
Stop Draggin' My Heart AroundLyrics available
  Date Performance: 1981, Running Time: 4:12
  Comments: Recorded at: Sound City, Van Nuys, CA and Cherokee Studios, Hollywood, CA. Mixed at: Johnny Yuma Recordings, Burbank, CA. Same backing track heard on "Bella Donna" but without Stevie's vocals (Tom's instead) The crafty Iovine had scored big by lifting "Because the Night," a song from a Springsteen album he was working on, and giving it to Patti Smith, and he pulled the old switch again with this Heartbreakers outtake he passed onto Stevie Nicks. Originally Petty had offered Nicks "Insider," but that turned out to be exactly the sort of song she wrote all the time. She wanted something different from what she could come up with and "Stop Draggin' My Heart Around" was it. Stevie cut her hit version over the Heartbreakers track. This is the original. Listening to it now, Petty says, "I realized it's really a very different song when I sing it."
The Apartment SongLyrics available
  Date Performance: 1984, Running Time: 2:37
  Comments: (Demo) Recorded at: Gone Gator One, Los Angeles, CA. Additional recording and mixed at: Johnny Yuma Recordings, Burbank, CA. Stevie Nicks appears courtesy of Modern Records A home demo cut for Southern Accents of a tune later re-recorded and issued on Full Moon Fever. The Fever version is good but this version, with Stevie Nicks, is even better. "Right after I wrote it Stevie drifted into my house," Petty says. "It was very late at night and I played her the demo and she said, 'Wow, what a great song' and we sat around singing it over and over into this ghetto blaster. As soon as it got early enough that I could call the musicians, I got the guys to come over and we went downstairs in the studio that I had in my home then and cut this version. It was never mixed, what with me breaking my hand and all that."
Big Boss Man
  Date Performance: 1984, Running Time: 2:42
  Comments: Recorded at: Gone Gator One, Los Angeles, CA. Mixed at: Johnny Yuma Recordings, Burbank, CA Jimmy Reed's classic "was just a warmup during some session," Mike says. "Howie's playing acoustic guitar on it. I think we just set up one or two mikes. We were just warming up while they were getting levels but when we heard it back we thought it had a charm to it." Howie says, "It's all of us around a microphone. Ben grabbed the bass, I grabbed the guitar and the machine was going."
The Image Of Me
  Date Performance: 1984, Running Time: 2:33
  Comments: Recorded at: Gone Gator One, Los Angeles, CA. Mixed at: Johnny Yuma Recordings, Burbank, CA A Conway Twitty oldie recorded for Southern Accents. "'Image of Me' will always be one of my favorite tracks," Mike says, "because it was the last thing we did with Denny Cordell. He came in and produced it. I always loved Denny. He was the guy who saved us from oblivion. He got us our deal and helped us when we were really green. He was a mentor to us in many ways. He was in town that week and he came in and he said, 'Let's do a cover song.' He was really leaning on Tom. He said, 'You're going to sing this start to finish and you're not going to punch in.' Which is what he used to do and it used to drive Tom crazy. He said, "I don't care how long it takes. It's up to you, the singer, to sing this whole song. You can't go back and drop in. You've got to create the groove, you've got to carry the band. They're not gonna carry you, you're going to carry them." Given the deep affection that all of the Heartbreakers express for Cordell, it is hard to imagine that he is the same man they fought so hard against during the Damn the Torpedoes war. Harder still to imagine that after all that he would still come by and record them. "That's a tribute to Denny," Mike says. "He was a gentleman."
Moon Pie
  Date Performance: 1986, Running Time: 1:05
  Comments: Recorded at: Sound City, Van Nuys, CA. Mixed at: Johnny Yuma Recordings, Burbank, CA Sometimes the boys don't realize the tape is still running. "Just an example of what goes on..." Tom sighs. "That was probably us waiting for somebody to plug in a wire."
The Damage You've Done
  Date Performance: 1986, Running Time: 3:16
  Comments: (Country Version) Recorded at: Sound City, Van Nuys, CA. Mixed at: Johnny Yuma Recordings, Burbank, CA "We discovered that as we put the tape up recently," Mike says. "As the tape rolled on we heard the song become what it was. You hear us saying, 'Let's try it this way.' This version is just a couple of takes before the one that ended up on Let Me Up (I've Had Enough). I don't know if Tom intended it to be a country song or if he was just goofing on it, warming up so we wouldn't burn out on it. That was probably the first time the band had heard the song. We were getting the mikes up and the headphones on and watching his hands while he played it."
Disc Six - Nobody's Children:
Got My Mind Made Up
  Date Performance: 1986, Running Time: 2:51
  Comments: (Original Version) Recorded at: Sound City, Van Nuys, CA. Additional recording and mixed at: Johnny Yuma Recordings, Burbank, CA Another Let Me Up (I've Had Enough) outtake, Petty offered this song to Bob Dylan who rewrote the lyrics and recorded it with the Heartbreakers behind him on his album Knocked Out Loaded. Dylan sang about going off to Libya to meet a man at an oil refinery. Petty did not.
Ways To Be Wicked
  Date Performance: 1986, Running Time: 3:27
  Comments: Recorded at: One On One Recording Studio, North Hollywood, CA. Additional recording and mixed at: Johnny Yuma Recordings, Burbank, CA Having scored now with both "Because the Night" (Springsteen to Patti Smith) and "Stop Draggin' My Heart Around" (Petty to Stevie Nicks), Iovine tried for a hat trick with "Ways to Be Wicked," a Torpedoes outtake he brought to Lone Justice, a new band he was producing. Iovine assured Lone Justice lead singer Maria McKee that no one would think there was a sexual connotation to a woman singing about a man who, "ain't afraid to let me have it, ain't afraid to stick it in." When Petty joked in a magazine interview about how having a woman sing the song created a double entendre, McKee got mad with Iovine. Tom says the unheard Damn the Torpedoes version was lame. This attempt from the Let Me Up (I've Had Enough) sessions, though, is mighty. "I love it," Petty smiles. "That's the only time it was played that day and it just rocks."
Can't Get Her Out
  Date Performance: 1986, Running Time: 3:11
  Comments: Recorded at: Sound City, Van Nuys, CA. Additional recording and mixed at: Johnny Yuma Recordings, Burbank, CA "Howie's counterpoint is really good on that one," Tom says. "It's a rock and roll song made up in the studio. Sounds great. It didn't get on Let Me Up (I've Had Enough) because we thought we had too many things in a similar vein. 'Let Me Up' got picked over 'Can't Get Her Out' and 'Make That Connection.'"
Waiting For Tonight
  Date Performance: 1988, Running Time: 3:30
  Comments: Recorded at: Rumbo Recorders, Canoga Park, CA. Additional recording and mixed at: Johnny Yuma Recordings, Burbank, CA. Michael Steele, Susanna Hoffs, Debbi Peterson, and Vicki Peterson appear courtesy of Columbia Records Recorded with the Heartbreakers during a break in the Full Moon Fever sessions. Jeff Lynne had gone back to England, but his influence was still in the air. The Bangles came in and sang the back-up vocals. "I don't know where that idea originated," Mike says of the Bangles collaboration. "We decided we wanted all four of them to come in and sing. It was right when they were breaking up. It was four girls all talking at once. That's what I mostly remember. You'd ask a question and they'd all start talking to each other and to you at the same time and you'd try to pick out the answer. They were really good, though, they worked out some parts and tried different things. I loved the sound."
  Date Performance: 1988, Running Time: 3:30
  Comments: Recorded at: Rumbo Recorders, Canoga Park, CA. Additional recording and mixed at: Johnny Yuma Recordings, Burbank, CA. Michael Steele, Susanna Hoffs, Debbi Peterson, and Vicki Peterson appear courtesy of Columbia Records From the same 1988 sessions that produced "Waiting for Tonight." Petty explains, "I made the concession that I would continue to work on a Heartbreakers album while I was making Full Moon Fever. The day we cut this I had no song, so I wrote this in my head on the way to the session. When I got there I acted like I had a song and went to the piano and figured out the chords. I thought it might be fun to do a real vocal-oriented number with all of them singing. Most of the band were very perplexed with the direction Mike and I were going - a lot of overdubbing. I don't think that everyone was terribly happy. They were confused. 'What IS this? What are we doing? This is not us!' But I quite liked it, so I just went, 'Well, maybe we should put this off.' I went back to doing what I had been doing. Then I joined the Traveling Wilburys and more time went by." "We were deep into working with Jeff Lynne at the time and the band was not included in that," Mike says. "We called them and said, 'We're going to try it Jeff's way,' so to speak. We'd learned these new tricks and we wanted to try them with the group. Of course, nowadays we're back to just playing." Howie Epstein says, "I think 'Travelin'' is great. It has some of Jeff's touch. It has a lot of input from the rest of the Heartbreakers also. I heard it the other day and I thought it was really good."
Baby, Let's Play House
  Date Performance: 1993, Running Time: 2:33
  Comments: Recorded at: Ocean Way, Hollywood, CA and Gone Gator Two. Mixed at: Johnny Yuma Recordings, Burbank, CA From the last Heartbreakers session with Stan Lynch, the 1993 date for the greatest hits album that produced "Mary Jane's Last Dance." As always, the ghost of Elvis loomed large in Petty's consciousness. "These are all things from my youth, from my box of Elvis 45s," Tom says. Asked where he was when Presley died, Tom says, "I was home in L.A. Very weird day, because it was also one of the first times I heard myself on the radio. I'm listening to KROQ and I hear that Elvis died. KROQ, if you believe this, didn't have any Elvis records! The disc jockey said, 'Our Elvis library is locked. While we're getting it open we're going to play some artists that Elvis inspired.' And then on comes ME. And I thought, 'Well, this is wrong, get him on as quick as possible!' I turned the radio off and turned on the TV and there was zero, zip about Elvis dying. I remember walking out in the backyard complaining, 'Jeez, you'd think we'd get a little coverage on this!' Then of course in the next hour all hell broke loose on the TV. I really think if he'd lived he may have had another shot at doing some really great work, but how do you know?" It is fair to say that Petty and a number of other young artists who had the right idea about Presley were just getting in a position to perhaps... "Talk to him!" Petty interrupts. "I know I would have been up there trying to talk every day! I'd have driven him fuckin' crazy!" "I love Elvis now, but at the time I was sort of embarrassed by our whole Elvis thing," Stan Lynch says. "I guess I was always at odds with the group on a lot of the Elvis and rockabilly stuff. I wasn't into any of the southern rock stuff either. I was influenced by Traffic. I was in a whole other thing. My dad dug Elvis."
Wooden Heart
  Date Performance: 1993, Running Time: 2:10
  Comments: Recorded at: Ocean Way, Hollywood, CA and Gone Gator Two. Mixed at: Johnny Yuma Recordings, Burbank, CA Another Elvis song from the same session, this one a track from G.I. Blues, "The first album I ever owned," Petty says. In 1995 Petty arranged for his family to take a private tour of Graceland, and for the Heartbreakers to record at Sun Studios. "I am the true Elvis fan. The music meant so much to me. I really have to give him credit for saving my life on so many levels."
God's Gift To Man
  Date Performance: 1992, Running Time: 4:18
  Comments: Recorded at: Gone Gator Two. Mixed at: Johnny Yuma Recordings, Burbank, CA "That was improvised," Tom says. "The entire song. It just came off the top of my head, we did the whole thing, and then I went back and took out me saying, 'O! G!' That was the take. It was done just pre-Wildflowers at Mike's house. The band came in and worked for about a month. We had a great time jamming around and working with song fragments and ideas. Then when it came time to start putting down some tracks, it completely fell apart. If we weren't thinking at all, we could do things easily, but as soon as we wanted to do it it became impossible. Hence my decision - I had to walk away from the band again. Though really I just walked away from Stan, I suppose. Which he took rather personally and I don't blame him." "I was being asked to play less and less rather than growing," Stan says. "I wanted to be wild. I wanted to be Keith Moon by 'Even the Losers.' I wanted to be a great classic rock and roll drummer, to the point of being abandoned, freaky. And it became more restrictive, more of a pop, classic rock, record band. I admire both camps, it just wasn't the one biologically I was linked up with."
You Get Me High
  Date Performance: 1992, Running Time: 2:48
  Comments: Recorded at: Gone Gator Two. Mixed at: Johnny Yuma Recordings, Burbank, CA Jimmy Iovine got the drug reference out of "Louisiana Rain," MTV got the "roll another joint" out of "You Don't Know How it Feels," and the inspirational concert favorite "Girl on LSD" did not make it onto Wildflowers. So it should be no surprise that "You Get Me High," another of Petty's periodic celebrations of toxic substances, was dropped overboard after this 1992 session. "It will make them nervous," Petty shrugs. "I'm not really a big druggie or anything, but I don't mind dealing in reality. I sometimes think that's refreshing. Especially around 1979 or 1980 there was this prevailing idea that rock stars in America were very wholesome guys. I was never comfortable in that role, didn't want to have that role, because I really don't see it that way. They're not necessarily wholesome guys. They may be good guys but I can't see how you can live this life and not be aware of drugs or many things that may not be particularly pleasant to deal with. You don't want to knock anybody for being clean living, but I'm a bad boy too from time to time and I'm not going to try to hide it. Nothing to be proud of though."
Come On Down To My House
  Date Performance: 1993, Running Time: 3:06
  Comments: Recorded at: Ocean Way, Hollywood, CA. Mixed at: Johnny Yuma Recordings, Burbank, CA "Oh right, real fast," Stan says when asked about this outtake from the last days. "We were doing that as an encore song on the last tour I did with them. That's a road song." "That was one of four songs I wrote at a rehearsal just before we went on tour," Petty says."Then we played all four on that tour. There was 'Driving Down to Georgia,' 'Lost Without You,' 'You Get Me High' and 'Come on Down to My House.'" "I was just trying to do something a little wilder than we'd been doing," Tom explains. "I'd just heard Nirvana and was taken over by that. I thought, 'Damn, we've really got to catch up to this shit! It just floored me, I thought it was the first significant thing I'd heard in a decade and it really did straighten out a lot of us older guys. Really threatened us, kicked us in the ass. I thought, 'Yeah, let's just try letting it go and see what happens.'" After Stan left the band, he was almost replaced by Nirvana's Dave Grohl. Grohl did one TV show with the Heartbreakers, but he already had a deal with his own band, the Foo Fighters. "He came very close to joining the band," Tom says, "and we would have been glad to have him. I think he made the decision he had to make; when you have a chance for your own career, you should certainly follow that. He can play with us anytime."
You Come Through
  Date Performance: 1986, Running Time: 5:16
  Comments: Recorded at: Sound City, Van Nuys, CA and Gone Gator Two. Additional recording and mixed at: Johnny Yuma Recordings, Burbank, CA. Featuring the Kravitz Horns. Lenny Kravitz appears courtesy of Virgin Records A hybrid track, begun by Tom and Mike in 1986 and finished by Lenny Kravitz in 1995. "That was always one of my favorite things I wrote with Tom," Mike says. "It was a sort of Sly Stone wannabe track. I think we actually mixed it for Let Me Up (I've Had Enough), but at the last second we decided it was too pop or something. We resurrected it when we were going through the tapes. It had a great vocal but there were no real drums on it, just a drum machine. George Drakoulias had the idea of having Lenny Kravitz come in to do drums and bass on it. Lenny came in and he was great. He heard the tape for 30 seconds and ran out and jumped on the drums and started playing the beat. Then he went back and put on the bass. He said, 'I've got some vocal ideas if you don't mind.'" The lesson in this, according to Campbell: "Don't throw anything away."
Up In Mississippi Tonight
  Date Performance: 1973, Running Time: 3:28
  Comments: by Mudcrutch. Recorded live to 2-track in Benmont's parent's living room - Gainesville, FL. Mudcrutch's first pro recording, from 1973. "That's me, Mike, Tom Leadon and Randall Marsh on the drums," Tom says. "I was playing the bass on the record. We drove to Criteria Studios and did two takes of two songs and then we pressed them right there. They made a label and everything, Pepper Records, put it on a 45. We got some airplay in Gainesville on it. We got better gigs, a little more money. What fascinates me is how many of those records are still around. People come up and give them to me to sign. I'm sure there weren't more than a thousand made. "Tom's brother Bernie was in the Flying Burrito Brothers at the time. We were really into the Burritos and we thought we could get into that direction a bit. That was one of my first attempts at trying to write that kind of music, write any music, really. "We weren't really grown up at all but we were trying. That was one of the first stabs at writing and presenting a song. We had never been in a studio, had no idea what that was about. We just walked in, put the drums over there, we played them both twice and the session was over. Mixed them down."
    Guest Appearances »

Bangles, William Bergman, John Berry, Jr., Ron Blair, Robbie Blunt, Dick Braun, Mike/Michael Campbell, Carlene Carter, Sharon Celani, Gary Chang, Jim Coile, Richard Dodd, George Drakoulias, Kevin Dukes, Molly Duncan, Donald (Duck) Dunn, Brad Dutz, Howie Epstein, Mitchell Froom(e), Dean Garcia, Jim Gordon, Emory Gordy(, Jr.), (Ms.) Bobbye Hall, George Harrison, Caroll Sue Hill, Susanna Hoffs, Susanna Hoffs, Garth (Eric) Hudson, Scott Humphrey, Michael Hunter, Jimmy Iovine, Clydene Jackson, Phil Jones, Marty Jourard, Jeff Jourard, Jim Keltner, Phil Kenzie, Al Kooper, Lenny Kravitz, Kravitz Horns, Marti Krystall, Gail/Gayle Levant/Lavant, Stan Lynch, Jeff Lynne, Richard Manuel, Randall Marsh, Marilyn Martin, Kurt McGettrick, Stevie Nicks, Joel Peskin/Pesken, Vicki Peterson, Debbi Peterson, Vicki Peterson, Debbi Peterson, Jane Petty, Tim Pierce, Dave Plews, Jimmy Ripp, Daniel Rothmuller, John Sebastian, Phil Seymour, Noah Shark, Todd Sharp, Charlie Souza, Stephanie Sprull, Michael Steele, Michael Steele, Dave/David A(llan) Stewart, Ben(mont) (M.) Tench(, III), Lee Thornburg/Thornberg/Thomberg, Julia Tillman Waters/Waters Tilman/Waters/Tillman, Harold Todd, Efrian Torro, Chris Trujillo, Mike Turre, Maxine Waters Willard/Willard Waters/Waters/Willard, Alan (Bugs) Weidel

    Released »


    Format »

Domestic Vinyl/CD Album

    Other Appearances »
Craig Atkinson (Songwriter), Bert Berns/Burns (Russell) (Songwriter), John Byrne (Songwriter), Mike/Michael Campbell (Songwriter), Mike/Michael Campbell (Songwriter), Roy Chaney (Songwriter), (Dr.) Bob(by) (Robert Gene) Cochran(, Jr.) (Songwriter), Luther Dixon (Songwriter), Bob Dylan (Robert Allen Zimmerman) (Songwriter), Ken Ellner (Songwriter), Gerry/Gerald Goffin (Songwriter), Arthur Gunther (Songwriter), Chris Hillman (Songwriter), Chris Hillman (Songwriter), Berthold Kaempfert (Songwriter), Wayne Kemp (Songwriter), Carole King (Songwriter), Nick Lowe (Songwriter), Jeff Lynne (Songwriter), Roger McGuinn (Songwriter), Roger McGuinn (Songwriter), John Michalski (Songwriter), Van (George Ivan) Morrison (Songwriter), Tom Petty (Songwriter), Tom Petty (Songwriter), Tom Petty (Songwriter), Charlie Rich (Songwriter), Sharon Sheeley (Songwriter), Al (K.) Smith (Songwriter), Dave/David A(llan) Stewart (Songwriter), Ben(mont) (M.) Tench(, III) (Songwriter), Ben(mont) (M.) Tench(, III) (Songwriter), Kay Twomey (Songwriter), Ben Weisman (Songwriter), Fred Wise (Songwriter), Martyn Atkins (Art Direction), Martyn Atkins (Design), Christine Cano (Design), Martyn Atkins (Cover Photography), Joe Gastwirt (Mastering), Brian S(c)heuble (Assistant Engineer), Alan (Bugs) Weidel (Assistant Engineer), George Drakoulias (Executive Producer), Mike/Michael Campbell (Additional Engineering), Mike/Michael Campbell (Additional Engineering), Mike/Michael Campbell (Produced By), Mike/Michael Campbell (Produced By), Mike/Michael Campbell (Produced By), Denny Cordell (Produced By), George Drakoulias (Produced By), Jimmy Iovine (Produced By), Tom Leadon (Produced By), Tom Leadon (Produced By), Jeff Lynne (Produced By), Randall Marsh (Produced By), Randall Marsh (Produced By), Mudcrutch (Produced By), Tom Petty (Produced By), Tom Petty (Produced By), Tom Petty (Produced By), Danny Roberts (Produced By), Danny Roberts (Produced By), Robbie (Jaime Robert) Robertson (Klegerman) (Produced By), Rick Rubin (Produced By), Noah Shark (Produced By), Dave/David A(llan) Stewart (Produced By), Ben(mont) (M.) Tench(, III) (Produced By), Ben(mont) (M.) Tench(, III) (Produced By), Ron Albert (Engineered By), Bill/William Bot(t)rell (Engineered By), Mike/Michael Campbell (Engineered By), Mike/Michael Campbell (Engineered By), Richard Dodd (Engineered By), Roger Harris (Engineered By), Phil Kaffel (Engineered By), Charles Kaplan (Engineered By), Dennis Kirk (Engineered By), Roger Linn (Engineered By), Jeff Lynne (Engineered By), Thom Panunzio (Engineered By), Tom Petty (Engineered By), Tom Petty (Engineered By), Rick Reed (Engineered By), Max Reese (Engineered By), Tom Russell (Engineered By), Jim Scott (Engineered By), Noah Shark (Engineered By), Don Smith (Engineered By), Andy Udoff (Engineered By), Shelly Yakus (Engineered By), Tony Dimitriades (Management), Mark Lin(n)et(t)(e) (Recorded By), Bill/William Bot(t)rell (Mixed By), Mike/Michael Campbell (Mixed By), Mike/Michael Campbell (Mixed By), Richard Dodd (Mixed By), George Drakoulias (Mixed By), Jimmy Iovine (Mixed By), Mark Lin(n)et(t)(e) (Mixed By), Roger Linn (Mixed By), Tom Petty (Mixed By), Tom Petty (Mixed By), Max Reese (Mixed By), Tom Russell (Mixed By), Jim Scott (Mixed By), Noah Shark (Mixed By), Mike Shipley (Mixed By), Don Smith (Mixed By), Shelly Yakus (Mixed By), Jack Nitzsche (String Arrangement), Alan (Bugs) Weidel (2nd Engineer), David Bianco (Additional Engineer), Joel Fein (Additional Engineer), Bill Flanagan (Liner Notes By), Red Slater (Page 7 Photo), Red Slater (Page 6 Photo), AWEST (Laminate Pass Designed By), Joel Bernstein (Page 56 Photo), Joel Bernstein (Page 59 Photo), Joel Bernstein (Page 74 Photo), Joel Bernstein (Inside Photo (Disc 1) By), Joel Bernstein (Back Cover Photo (Disc 5) By), Joel Bernstein (Inside Photo (Disc 5) By), Joel Bernstein (Inside Photo (Disc 6) By), Todd Bigelow (Page 80 Photo (Bottom)), Cathy Buffington (Archives), Dennis Callahan (Page 16 Photo (Middle)), Dennis Callahan (Page 28 Photo), Dennis Callahan (Page 41 Photo), Dennis Callahan (Page 46 Photo), Dennis Callahan (Page 54 Photo), Dennis Callahan (Page 77 Photo (Top)), Dennis Callahan (Page 78 Photo (Top)), Dennis Callahan (Page 78 Photo (Bottom)), Dennis Callahan (Page 80 Photo (Middle)), Dennis Callahan (Back Cover Photo (Disc 2) By), Dennis Callahan (Inside Photo (Disc 2) By), Lynn Goldsmith (Inside Front Cover Photo), Lynn Goldsmith (Page 20 Photo (Top)), Roy N. Green (Page 11 Photo (Middle)), Jerry Hey (Horn Conductor), Jerry Hey (Horn Arranger), Dennis Keeley (Page 78 Photo (Middle Right)), Mary Klauzer (Management Associate), Annie Leibovitz/Leibowitz (Page 37 Photo), Robert Matheu (Page 21 Photo), Bob/Robert Sebree (Page 25 Photo), Bob/Robert Sebree (Page 64 Photo), Bob/Robert Sebree (Page 78 Photo (Middle Left)), Bob/Robert Sebree (Back Cover Photo (Disc 3) By), Bob/Robert Sebree (Inside Photo (Disc 3) By), Bob/Robert Sebree (Inside Photo (Disc 4) By), Red Slater (Page 3 Photo), Red Slater (Page 11 Photo (Top)), Red Slater (Page 16 Photo (Top)), Red Slater (Page 77 Photos (Both)), Red Slater (Page 80 Photo (Top)), Red Slater (Back Cover Photo (Disc 6) By), Steve Wilson (Page 11 Photo (Bottom)), Steve Wilson (Page 20 Photo (Bottom)), Steve Wilson (Page 34 Photo (All)), Steve Wilson (Page 69 Photo), Steve Wilson (Page 77 Photo (Bottom)), Dennis Callahan (Page 16 Photo (Bottom)), Jim Scott (Project Engineer)

    Record Label »
MCA Records

    Catalogue Number »

MCAD6-11375 (CD) MCAC6-11375 (Cassette)

    Running Time »


    Liner Notes »

When the first album by Tom Petty and the Heartbreakers appeared in 1976, it seemed to have come out of nowhere. Literally nowhere. Listening to that record which sounded shockingly alive and immediate in a time full of disco and Kiss and mellow Californians remaking oldies - it was very hard to figure out where this band came from. The airy vocal harmonies and bright guitars suggested the west coast, but the gutsiness edging into nastiness seemed like what was happening in New York. The songs had an economy that was right out of England, but the voice in the lyrics was unmistakably American. When articles about Tom Petty and the Heartbreakers started appearing in the rock press, it made perfect sense that the band was from Florida - the closest thing America's east coast has to a California environment, though considerably grittier than 1970's LA

If you want to understand the contradictions that make up Tom Petty and the Heartbreakers, the first thing you must get straight is that their hometown of Gainesville is in northern Florida, up near Georgia, and is very much part of Dixie. It is nothing like southern Florida, down near Miami, which is culturally Caribbean. Surrounded by farm country and southern accents, Tom Petty might as well have grown up in Alabama.

When Petty was becoming a musician, in the late 1960's and early 1970's, redneck ways were battling hippie culture for the soul of southern youth. For all the obvious contempt between Ku Kluxers and draft dodgers, there was in the middle a vast population who might not agree on the relative merits of Merle Haggard and the Rolling Stones, but who could share a common sympathy for gettin' wrecked, skippin' school, and chasin' girls. Eventually that common ground spawned Southern Rock up in Georgia and Country Rock out in Hollywood. Teenage Tom Petty got in fights for having long hair, played Beatles songs in Gainesville cover bands and studied the whole social/musical evolution going on around him with considerably more interest than he spent on his high school work.

Stan Lynch, the Heartbreakers drummer from 1976 until 1994, once said that Petty was in many respects a redneck "in a real good way." Lynch meant that Petty is tenacious, straight-ahead, impatient with fools, and able to fight to the death for a cause he believes in. Petty also has in him a whole lot of hippie, not just in his green politics or relaxed attitude toward convention, but in his taste for musical experimentation. Most people think of Petty as a mainstream American rock and roller in the Dylan tradition. And he sure is that. But he has also made forays into psychedelia (for example, "Don't Come Around Here No More"), hard rock ("Let Me Up, I've Had Enough"), big ballads with horns ("Best of Everything"), tons of short, melodic British Invasion-style numbers ("Breakdown" could be the Animals, "Listen to Her Heart" the Searchers), side trips into country ("Trailer") and R&B ("Cry to Me") and some tracks that are just so nutty that they sound like he made them up in his sleep ("Wasted Life").

Once, talking about being lumped in with Springsteen, Mellencamp, and Seger in rock critic shorthand, Petty said, "I think that I'm a little more - dare I say - eccentric than those guys. I know all those people quite well and I think that they're terrific .... I was into that straight rock thing for a long time. However I don't think that's the whole ball of wax. I think there's more to it than that."

The Heartbreakers' meat-and-potatoes approach and Petty's own distinctive lazy phrasing spreads an illusion of consistency over all his stylistic variations, but that's part of his art, too. The Heartbreakers mix all sorts of ideas into their music and make it come out sounding not just logical, but perfectly accessible. Petty maintains that he just does not understand why anyone who would play rock and roll would not want to have big top 40 hits. Big top 40 hits, after all, is what rock and roll has always been about.

It is sure what rock was about when Petty was a teenager, bringing home so many rotten report cards that his angry father finally smashed all his records to get him to pay attention in class. It was too late. When Petty was 10, in the summer of 1961, his uncle had brought him to get a look at Elvis Presley, who had come to Florida to shoot the movie "Follow That Dream." The King came over to say hi to the locals who were hanging around the set, met young Tom, and infected him with the rock and roll bug. Tom told a friend about meeting this cool famous guy and the friend gave Tom a box of Elvis 45s that his older sister had left behind when she got married. Petty played those Presley records over and over. When Tom was 13, the Beatles arrived in America and it occurred to him that he could get together a band and do this himself. By the time his poor father realized that rock and roll had captured his son's faith, there was no knocking it out of him. "I remember seeing 'A Hard Day's Night' and thinking, 'That's obviously the way to go'," Petty said. "You know, you've got farming over here and on this side - the Beatles."

It might not have been obvious at the time, but Gainesville was a good place for a kid infected with rock and roll to grow up. Because the Univeristy of Florida has a large campus in Gainesville, there were lots of pubs and dances and fraternities that brought in live music. The first band young Tom Petty saw in person was the Continentals, a surf group led by local guitar player Don Felder who impressed Tom by having both a blond pompadour and a Fender Stratocaster. Tom even got a job in Lipham Music, the instrument store where Felder worked, and during down time the older boy taught him to play piano. After a while, Felder hooked up with another hot Gainesville guitarist, Bernie Leadon, to form the Maundy Quintet. What's a "Maundy"? Petty never did find out. Some parts of rock and roll were meant to stay mysterious.

Petty snuck into college frat parties to see big stars such as Del Shannon and the Shadows of Knight. He went to rec center dances to study the local groups, the best of whom was the Escorts, a Beatles cover band led by Duane and Gregg Allman. Even when Petty and his first group started playing out, they never considered themselves equal to the Escorts and the Continentals. Tom's schoolboy band was called the Sundowners, later changed to the (more sophisticated sounding) Epics. Tom's partner in that group was Tom Leadon, a school pal and younger brother of Bernie Leadon, who had outgrown the Maundy Quintet and headed west to try to make it in California. Such ambition was in those days almost beyond the imaginations of the two Toms - they just wanted to be able to play in a group and hang around the music store with the big shots. After a few years, the Epics were one of the top bands in town and Petty was starting to look like a local big shot himself. The slightly younger Benmont Tench recalls going into Lipham Music and being impressed by Petty, the blond guitar player with the Brian Jones haircut.

Petty graduated from high school in 1968 and tried college for a year. It has been written that he told his father that if he'd just leave him alone and let him play music instead of going to school, he'd be a millionare by the time he was 35. "I may have said that, yeah," Petty smiles. "I certainly thought that way, that I could pull that off. I had no doubt about it, I was sure I could do it. And I didn't really care, honestly. If I could just play and be left alone and make a living at it, I would have been really happy."

By 1970, the Epics had evolved into Mudcrutch, a name chosen (Tom Leadon told Goldmine magazine) "because it just sounded sort of dirty and decrepit." Petty (now playing bass) and Leadon (guitar) were looking for a new drummer and drove to a shack outside of town to audition a fellow named Randall Marsh. They jammed for a while and decided that Marsh was real good. They mentioned that the jam would be more fun if they had a second guitarist. Marsh said his roommate played some guitar, and went off to wake him up. He came back with a thin, quiet kid named Mike Campbell. Petty asked Mike if he could play "Johnny B. Goode." Campbell mumbled, "I think I can handle it," and then proceeded to burn the two Toms' ears off with his picking, Petty and Leadon looked at each other, looked at Campbell and said, "You're in our band!"

Campbell wasn't so sure; a Jacksonville native, he was in Gainesville to go to college. But he had no choice, he was drafted. For a while, Mudcrutch had a lead singer named Jim Lenahan, but he left to go to school in another town. (He wasn't gone forever, though - Lenahan would come back to be lighting designer for Tom Petty and the Hsartbreakers.) Petty and Leadon shared the singing.

Mudcrutch built a big local name in the early 70s, playing covers at Gainesville bars and their originals at campus pubs and at concerts in the parks and college green and even at the drive-in theatre. Sometimes they split the bill with another up and coming local band, Lynyrd Skynyrd. Sometimes those two bands together couldn't fill the tap room.

They called Mike and Randall's shack in the woods the Mudcrutch Farm, and took advantage of the fields around it to stage the first Mudcrutch Farm Festival in 1971. They got other bands to come down and play, put up posters around town, and pretty soon so many thousands of hippies showed up that the highway closed down. Mudcrutch caught all kinds of hell for it, but after that they were real famous in Gainesville. So they did it again in 1972 and that got them evicted from the farm. Well, since they were evicted anyway, they did it a third time and by then the bands and the fans were coming in from Alabama, Georgia, and all over Florida.

Mudcrutch were flying high. They went up to Capricorn Records in Macon, where the Allman Brothers Band were kings of the world, and auditioned. They were told they sounded too English and their songs were too short. Which was actually a backhanded compliment. Unlike every other southern band at the time, Mudcrutch saw no sense in getting two drummers, learning some guitar harmonies, and doing a half-assed version of the Allmans. "That was really prevalent at the time," Petty says, "Everybody was turning into slide guitar jam bands and though we really loved the Allmans, we thought it was really boring that everybody else was trying to do the same thing not nearly as well."

Mudcrutch had their own music and it combined the influence of the British invasion bands and the 50s rockers then out of fashion with the California country rock of the Byrds, Buffalo Springfield, and their biggest influence - the Flying Burrito Brothers. Tom Leadon's older brother Bernie had found the big time in California, playing with ex-Byrds Gram Parsons and Chris Hillman in the Burritos. To say that Petty was impressed would be an understatement. It was as if he'd been wandering in the desert for years and someone had just handed him a map.

Benmont Tench recalls being home in Florida from prep school and his friend Sandy inviting him down to hear Mudcrutch, for whom he was roadying. Benmont says, "The first night I saw them at this little club in Lake City they played the shit out of 'Dizzy, Miss Lizzy' That night I thought they were a really good band, but it was Randall the drummer that completely knocked me out." Benmont was impressed that this local group did Gram Parsons songs. As big as the Burritos were to the two Toms, they were pretty obscure in Florida. Benmont then heard a song called "Unheard of Kind of Hero" and when he asked where it came from was heard to exclaim, "Petty wrote that?"

Mudcrutch decided that it was time for them to start making records, whether anybody else thought so or not. They went to Crtiteria studios in Miami because that was where Eric Clapton had made Layla. They had borrowed enough money from a friend who owned a pepper farm to record two songs twice each. Bernie Leadon (who had now graduated from the Burritos to a new group called the Eagles) had given his younger brother a lecture about how to record, which was a lucky thing because no one in Mudcrutch had ever seen the inside of a studio before. For their money they got to record two tracks, "Up in Mississippi" and "Cause is Understood," they got to press up several boxes of 45s, they got their own label stuck on, and they got the producing and engineering services of Criteria's Ron Albert - who had cut Layla and lots of other big records. That was a lucky break for Mudcrutch, who didn't know that getting a big name producer was not par for the course when you bought studio time.

The prestige of having any sort of record out landed Mudcrutch at the pinnacle of the north Florida club circuit. In fact, they were playing all over the region. But when Petty got to what he had thought was the top, he discovered he was not satisfied. That would become a lifelong character trait. Benmont Tench had finished high school in June of 1971 and started college in New Orleans that fall. When he was home in Gainesville, he sat in with Mudcrutch quite a bit. The first time it was because the band was bored playing five sets a night, six nights a week at a topless bar called Dub's, their main Gainesville gig, and bringing in a piano player shook things up a bit. By the second time Ben sat in, Mudcrutch was down to three members: Petty on bass and vocals, Campbell on guitar, and Marsh on drums. Tom Leadon had been kicked out of the band for starting an argument that got them fired from Dub's. (Leadon followed his brother Bernie to California, where he found work in Linda Ronstadt's band. Tom noticed how well things seemed to go for Gainesville musicians who headed west.)

"Mudcrutch was a real interesting band," Benmont recalls. "There was a good deal of Burritos in it, a good deal of country. It was a rock and roll band but there were also these beautiful pieces of instrumental music that would go maybe ten minutes that were orchestrated and largely worked out that were pretty wild. My friend Sandy would call me and say, 'Come down, Mudcrutch is playing this fraternity party tonight.' and I'd go down and they would play something just out of this world that sounded very strange - not an instrumental along the lines of (the Alimans') 'Memory of Elizabeth Reed', but somewhere between the Beatles' 'And Your Bird Can Sing' and the Grateful Dead. There was one long piece that was absolutely gorgeous - and when I joined the band it was a bitch for me to learn how to play Tom Leadon's part on the piano and work out the harmonies with Mike. Mike was pretty impressive. Mike was pretty scary."

As impressive as Mike Campbell's guitar playing was, it was equally unusual that - contrary to the trends of the early 70s - he was not concerned with showing off his chops. Campbell aspired to the taste, melody, and economy of the soloists of southern soul music. He liked the sound of Otis Redding and Wilson Pickett records, where all the players worked together to support the singer and the song.

"It was very strange," Benmont says. "Mike would just stand there and play beautifully and he wouldn't show off and he wouldn't try to sound like Duane Allman. You could hear some Garcia in him, you could hear some country in him. He was really, really good and he wasn't flash. Even on the long instrumental pieces, it was never about flash. It might be about excitement but it certainly wasn't about Look how fast I can play. It was just about fun."

Benmont would sit in with the band, then join the band, then leave the band to go back to school. He was in his finals in his second year before Petty hit him at a particularly vulnerable moment - cramming for an economics exam - with a speech about how he was wasting his musical talent in college. Ben saw the light, but before he could quit school Petty had to convince Ben's father, Circuit Court Judge Benmont Tench, that young Ben had a promising future in music. Petty successfully argued his case before the judge, who granted Ben permission to drop out.

By this time, Mudcrutch had also added a guitarist named Danny Roberts who had graduated from a local power trio called Power. Danny wrote songs and sang, as did Ben. Danny's songs were not terribly compatible with Petty's. Danny was coming out of the Johnny Winter tradition. Still, having swelled from a trio to a quintet, Mudcrutch was at full power in 1974 when Petty loaded up Danny's Volkswagen van and headed across the USA on a scouting expedition to the promised land. Clearly California was the place to be; Bernie Leadon's band the Eagles were having national hits and Bernie had gotten his Gainesville partner Don Felder into that group. The Maundys were now Eagles! Even Tom Leadon was making records out there! Petty didn't need to have a cinder block dropped on his head to see that his old running partners were getting rich in California doing the same thing that earned a band starvation wages in Florida. "We had really hit the pinnacle of success in Gainesville," Petty says now, "and we were kind of going around for the fifth time."

Mudcrutch made a demo tape of their best material on a borrowed tape recorder in Judge Tench's living room. Armed with proof of their ability, Tom, Danny Roberts, and roadie Keith McAllister pooled a few hundred bucks and drove west to find their fortune. Mike was left in Gainesville to protect the homestead and look after the women folk.

Petty has often said that what stunned Mudcrutch most about Los Angeles was that it was just what they had imagined. He told Dave Marsh in 1981, "I remember the first time, going through Hollywood, driving down the street. We were goin', 'There's one! Goddamn! There's another. Another! Look, a record company! Look!' We thought, well, hell if we go in all these places, a few of 'em have gotta go for it. Cause there must be a hundred. And it was true, a few of 'em went for it. It was great." Within a week of arriving in California and knocking on record company doors, Mudcrutch had several offers of record deals. They decided the best bet was with London Records. They couldn't get over how easy it was!

Petty says, "I remember calling Mike the first day that we'd been out looking and saying, 'Hey, I think this is going to work out. I got us a record deal!' Mike said, 'Jeez, that was quick.' He sounded a little skeptical."

Petty, Roberts, and McAllister broke the land speed record driving back to Gainesville (with a pitstop in New Orleans to pick up Benmont) and then set up a garage sale to unload all of the belongings they could not carry. It is an indication of how significant the moment was for Petty that it was in the days between coming back from Hollywood and returning there that he and his girlfriend Jane Benyo were married. Then the whole extended family formed a wagon train - Randall's car, Danny's van, Benmont's station wagon, and the Mudcrutch equipment truck - and lit out for the territories.

Except.... there was a phone call as they were heading out the door. It was from an English entrepreneur named Denny Cordell who had listened to the tape Tom dropped off at his label, Shelter Records, in Hollywood. Cordell thought Mudcrutch was good and wanted to talk to them about recording. Sorry, Tom said, we're going with London. Cordell asked if they'd signed anything yet and was told no. Well, he said, listen. I have a studio in Tulsa, Oklahoma - half way between Florida and L.A. Why don't you stop there along the way, we'll meet and hang out, put you up, do a little recording, see if we like each other and take it from there. That made sense to Mudcrutch. Hollywood, California and London Records would still be waiting - and the offer of a free place to stay along the highway had a certain economic weight behind it. The caravan departed on April 1, 1974 and didn't slow down till they hit Tulsa.

It turned out to be a significant sleep-over. Mudcrutch and Cordell's Shelter crew hit it off like old pals. They recorded in Shelter's studio in a converted church and luckily for the broke band, were offered some cash to complete their trip. By the time the caravan got to L.A., Mudcrutch had thrown over London Records and were Shelter artists. That was a pretty hip thing to be in 1974. Shelter had been built by Cordell around Leon Russell, the pianist/singer/guitarist/producer who had worked with Delaney and Bonnie and Eric Clapton, stolen the show on Joe Cocker's Mad Dogs & Englishmen tour, and who by the time of 1971's Concert For Bangladesh was keeping on-stage company with George Harrison, Bob Dylan, and Ringo Starr. Russell was the hottest thing going, and Shelter had used his cache to build an impressive roster - including J.J. Cale, Phoebe Snow, and Freddie King.

Petty loved going over to the Shelter office and listening to Denny Cordell's records and his big plans. "He was my guru," Petty says of Cordell, who died in 1995. "I would go to his house in Malibu every Sunday, and every day when the end of the work day came I would sit in his office and out would come the records. The office was closed and we'd sit there until eight or nine o'clock and he'd play me everything in the world. Just everything. Lloyd Price, reggae stuff, Rolling Stones, everything that had ever turned him on, or me. We'd bring them in. I'm forever indebted to Denny Cordell. Because we couldn't afford that many records. We were so hungry to hear anything. In Gainesville you could only hear what you owned and we didn't have enough money to have stacks of albums. So running into somebody who had just unlimited access to records was incredible, it was just a bonanza of information."

For all that Petty was picking up from Cordell and Russell, Mudcrutch's progress in the studio was painfully slow. The band was having a tough time figuring out why the approach that served them so well in bars did not seem to communicate on tape as those great records in Cordell's office did. "We were all over the map," Petty recalls. "One weakness Mudcrutch had was that they didn't know what the hell they were. There were three people writing between Ben, Danny and me, and we were all so vastly different and we didn't work together at all. It was really weird."

A single called "Depot Street" was culled from the sessions and released, Ben remembers, on the same day as Elton John's "Philadelphia Freedom." One of those two songs zoomed to the top of the charts. It wasn't "Depot Street."

The efforts to finish the Mudcrutch album dragged along. "The sessions went on and on for a long time," Petty says. "We couldn't make the transition from live group to the studio. It was really hard. We were always shocked. We'd play and then go into the control room and it didn't sound anything like we thought it was going to sound. And Cordell had to slowly teach us that it didn't really have anything to do with the way you did your gigs. It's another art and you have to learn how to make the mike receive the sound you want it to."

The tracks Cordell picked to focus on were songs written and sung by Tom Petty. As producer of the project Cordell wanted Mudcrutch to devote itself to Petty's work, not Ben's and not Danny's. Benmont Tench could live with that. Danny Roberts could not.

"Danny didn't dig that at all," Petty says. "Danny was very upset about that and immediately left the group. He was gonna do it on his own." Mudcrutch sent back to Gainesville for a bassist named Charlie Sousa and Petty moved over to rhythm guitar. Cordell decided the band needed to be submerged in the studio without distractions if they were ever going to get past their blocks. "Denny sent us back to Tulsa and left us there for six weeks without anybody, just an engineer," Petty recalls. "He said, 'I'll see you in six weeks.' He just left us there and let us fuck up and get bored and get inspired again. And then when he came back he listened to everything we had done and said, 'Okay, these are the best things,' and we focused on those."

The Oklahoma sessions produced some pretty good work, including "I Can't Fight It" (later recorded by the Textones), but it still wasn't close to what Petty heard in his head. Back in Hollywood, the band plodded along for about another month, still advancing by painful inches. Then Charlie Sousa started lobbying to record some of his songs. That was it for Petty. When the new bassist came in and announced that Mudcrutch should record a song he had written about a spaceship called "Brother in the Sky," Tom Petty quit the band. He invited Mike Campbell to join him in making a solo album and Mike said okay. So ended Mudcrutch.

"Mike and Tom," Benmont says, "you can't split that up."

At about the same time Petty left Mudcrutch, he began to be invited into ritzier circles. Leon Russell heard a song Petty wrote and said he wanted to record it. "I was living in Hollywood at the Winona Hotel, kind of a hooker's place," Petty told writer Mark Rowland. "The phone rings and it's Leon. He said, 'Do you feel like writing?' And I said, 'Yeah, Buddy, I'm ready right now!' He came over to the Winona in a Rolls Royce. I got in the car thinking, 'Whoa, shit!' as we were driving through town."

Russell was impressed enough with this bright-eyed kid to let him move into his mansion and write with him. Petty jumped at the chance, and spent a considerable amount of time hanging in the back ground, studying how Russell made records in his home studio and observing how he worked with famous friends such as George Harrison and Brian Wilson. Tom was getting out of a bar band mentality, he was learning how the big boys did it.

Denny Cordell was probably relieved when Mudcrutch died. He had Petty signed to a songwriting contract and held him to it as the peg upon which to hang a solo recording deal. Now he was free to bring in session players and make a Tom Petty album in no time. It is one example of Cordell's insight that even while he was pushing everyone to focus on Petty, he encouraged Petty to co-write with Campbell, in whom Cordell sensed untapped creativity. Mike and Tom began collaborating on songs, cementing the creative partnership that would sustain them for the next twenty years.

"Denny always had this incredible overview of what was right and what was wrong," Mike Campbell says. "We'd bring a song in and he'd go, 'That song is bullshit! Look at this one, this one is what you should be doing. This song is real. I believe this, I don't believe that.' And at the time he was pointing that out to us we didn't know, we were trying to find it. And he found it for us. When I first got my fourtrack I was making demos, just fooling around, and he came over to me and said, 'This is really good. If you keep doing this you'll have a million dollars some day.' I said, 'Wow, I wasn't taking it that seriously.' He gave us a lot of confidence."

Recording began on Tom Petty's solo album, with Mike on guitar and an all-star team of session musicians (Jim Gordon, Emory Gordy, Donald "Duck" Dunn, Al Kooper). They did some fine work, including "Since You Said You Loved Me" and an early version of "Louisiana Rain." But Petty had always been in a band - he loved the whole idea of bands - and he was more than a little uncomfortable with the detached professionalism of the studio pros.

"I didn't dig that at all," Petty says of those sessions. "I thought the music sounded pretty good, but I said, 'Man if I do this, we'll be in Las Vegas in three years.' I was band-oriented. And the sessions guys were all great and really nice guys but it was too weird to me that they'd turn up, learn it, play it, and say goodbye. Though Al remains a friend to this day. He was very encouraging and supportive all the time. And Jim Gordon, what a great drummer, just amazing."

Benmont remembers going over to Tom and Jane's apartment and hearing some of the new work. "I heard 'Since You Said You Loved Me' and I was completely shattered," Ben says. "I thought, 'Great! He's got Al Kooper, who's terrific.' I knew then that I was permanently out of a gig."

Thus inconsolable, Benmont decided he had better get going on a demo of his own. He was barely making ends meet with a gig in a soul review, and was commiserating over Kraft Macaroni and Cheese with Stan Lynch, another Gainesville musician who had migrated west in the wake of Don Felder and the Leadons. Lynch was a couple of years younger than Ben and full of enthusiasm. He said he'd play on Ben's demos, and suggested they ask Ron Blair - yet another Gainesville refugee - to play bass. Aside from being a terrific musician, Blair had the distinction of being the brother-in-law of Gregg Allman. (yes, Gainesville sometimes seems to have been the rock and roll version of Mayberry.) A friend of Ben's named Tim Kramer who worked in a studio promised them some free time after hours.

A plan began to appear. Lynch and Blair wanted to bring in guitarist Jeff Jourard, from Blair's Gainesville band RGF. (Try to keep this straight: Jourard's brother Marty had been guitarist in Lynch's Gainesville band Road Turkey. Road Turkey often played shows with Mudcrutch, and Lynch had sometimes played drums with Mudcrutch when Randall was out of commission. There was even one outdoor Florida gig where Mudcrutch and Road Turkey combined into one stage-filling supergroup, an experience apparently more fun for the musicians than for the audience.) Benmont was fine with all that, but he also insisted on asking Mike Campbell to play guitar. Then, perhaps not wanting to leave anybody out, he invited Randall Marsh to play drums on a track or two and Tom Petty to stop by to either blow some harmonica or coach Ben on his vocals.

If that traffic jam had worked out, we might be holding the box set of Benmont Tench's Mad Dogs and Floridians today. But something better happened. Petty came by the session and heard a new combination of his old friends. He heard what a band sounded like with Mike Campbell on guitar, Benmont Tench on piano, Stan Lynch on drums and Ron Blair on bass. (It also had, at that moment, Jeff Jourard on guitar but that was not destined to last.) Petty realized that he had found the band he was looking for, but he didn't say so right away.

Benmont remembers, "A few days later I got a phone call from Jane saying, 'Tom wants you guys to come down and play on something.' They already had Jim Gordon and Emory Gordy but he wanted to try recording with that band. I went and played on something. They took the keyboards off of whatever I played on but they kept wanting us to come back. I got the impression that Tom wanted to have a band but that he wasn't committing. As it turned out, on the first Heartbreakers album there's one Mudcrutch song - 'Hometown Blues' - and one song with Jim Gordon and Emory Gordy - 'Strangered in the Night.'"

From all recollections, the recording of Tom Petty and the Heartbreakers proceeded as happilly as Mudcrutch had been labored. There was a clear focus - Tom Petty's voice and songs. There was a new rhythm section - Stan and Ron. There was a new philosophy: short, punchy songs that combined the R&B toughness of the Rolling Stones with the vocal harmonies and poetic lyrics of the Byrds. Petty threw away his Mudcrutch material and wrote new songs for his new group quickly, often right in the studio.

Along with this sense of purpose, producer Cordell introduced the Heartbreakers (whom he apparently named - no one remembers for sure; Tom wanted to call the band the King Bees) to a philosophy of fun and experimentation in the recording studio. Engineer Noah Shark loved executing suggestions like "The kick drum should sound like a big green elephant and the cymbals should be the mice that are chasing it through the hall." Benmont remembers three people positioned around the room holding up a great length of tape that was making a loop through the recorder.

"Cordell was a very bright guy," Petty explains. "He took us around a lot. During a break in a session in L.A., I remember him taking me to an art gallery, an exhibition of paintings. When we got back to the studio he said, 'Let's make a sound that's sort of like those paintings we looked at."

When the album was finished, the public career of Tom Petty and the Heartbreakers was ready to begin. But before it could, one more key player had to make his entrance. Tony Dimitriades was, in 1976, a manager without an act. He was in fact in similar straits to those the individual Heartbreakers had just navigated. He had come to L.A. with a band and the band had broken up, leaving him stranded.

Dimitriades, an Englishman, had been a young lawyer with a London firm in the late sixties, when he struck up a friendship with one of the firm's show business clients, the Hollies, and specifically with Hollies singer Graham Nash. Through Nash, Dimitriades was introduced to the world of rock and roll, and began to find his necktie and starched collar a little uncomfortable. He took on more legal work with rock clients, until eventually he left the law to move into management. He hit the big time with Paul Carrack's band Ace, who scored an international hit right out of the box with "How Long". Seized with first-hit fever, Ace moved to Los Angeles where, when their next album flopped, they broke up.

Dimitriades was sitting at home one day shortly after that shipwreck, contemplating his options, when a pal of his from the old country, Reggie Locke, called lamenting that he had just been fired by Joe Cocker and suggesting that the two of them form a management partnership. Dimitriades pointed out that they were two managers with no clients - they didn't have a whole lot to merge. Locke said that they should go call on his pal Denny Cordell, he had a record label and would surely have some young talent looking for direction. Locke and Dimitriades called on Cordell at his Malibu beach house, where Dimitriades watched a great deal of partying and listened to a great deal of music talk but was not overwhelmed with confidence that he'd hitched his wagon to a star.

Still, the acquaintanceship continued, with Locke serving as the bridge between the extravagant Cordell and the reserved Dimitriades. Finally Dimitriades pushed Locke to ask Cordell if there was a chance of their managing Shelter's new discovery, the Dwight Twilley Band. Cordell said Twilley was spoken for, but he had just finished the first album by an act that was even better - Tom Petty and the Heartbreakers. Cordell brought Locke and Dimitriades down to the studio and played them the record: "Breakdown", "American Girl", "Anything That's Rock 'n' Roll." Dimitriades and Locke were knocked out and after a few hand shakes and nice-to-meet-you's, they became the Heartbreakers' managers. Maybe Cordell's real intention was to have a couple of puppet managers and quietly keep his own hands on the strings. That actually might have been fine with the easy-going Locke, Cordell's pai. It was not going to be fine with the more serious Dimitriades. But in 1976 that showdown was in the future. For now there was an album to get out.

Tom Petty and the Heartbreakers was released to scant attention and began a very slow but very steady pattern of selling a little better every week while the band toured clubs across the USA. At first there was hardly a ripple and ABC Records, the major label that distributed Shelter, apparently decided to write off the Heartbreakers. Shelter's strength had been waning, it's biggest artists were either over or they were bailing out for greener pastures. Cordell's label had, in the two years since they signed Mudcrutch, become little more than an imprint for a record company, ABC, that was having problems of its own. If not for the self-motivated efforts of an ABC promo man named Jon Scott who fell in love with the album, Tom Petty and the Heartbreakers might have never got on the FM radio in L.A., from where it began creeping across the dial and across the country.

But the big break came when the record caught fire in England. Petty and the Heartbreakers arrived in London as the Sex Pistols were releasing "God Save the Queen," the Clash were forming, and Nick Lowe was producing the first album by Elvis Costello. The Heartbreakers loved the whole scene. "Anything That's Rock 'n' Roll" became a hit single in the UK and the Heartbreakers moved quickly from clubs to theatres. It had finally happened, just the way it was supposed to.

The buzz from Britain created attention back home. By 1977, Tom Petty and the Heartbreakers was playing tag with Elvis Costello's My Aim Is True as both albums crept up the American charts and critics raved about the rise of a "new wave." Petty got a huge kick out of hearing so much music that shared his basic values but he resisted being lumped in with any fad. He told Dave Marsh, "It would have been very easy to say, 'Okay, we are new wave,' and get the skinny ties. But it never looked like much of a challenge to me. It looked like a much bigger challenge to work in the mainstream, to play to everybody. I never understood being so cool that nobody heard it."

"It wasn't really until '77 that we started to notice that there were like-minded people," Petty says now. "Until then we felt really alien to what was going on. All we wanted to do was make a record. Honestly, we didn't even really dream that we'd sell any. But once we made the record and went to England we started to see Elvis Costello and Graham Parker. It was just very exciting. There was a lot going on in England with the Sex Pistols and everything. And then when we came back and started working at the Whisky, we were on with Blondie and just tons of bands were showing up, coming out of San Francisco and New York and L.A. You started to realize that there was a clear difference between what we were doing and the level that Fleetwood Mac was on. Everything was so mega at the time and we were so un-mega! It was pathetic really." Petty laughs. "We were very un-mega. And so we got lumped into that new wave thing, even the punk thing. We were on a lot of shows with punk groups like the Ramones. And that was fine with us but we didn't really see ourselves as stylized as the Ramones. We just really wanted to be a straight rock group with three minute songs, which was kind of unusual at the time.

"Around '78, we came back to town after a lot of touring and Cordell called me and said' We've got to go out tonight. You ain't gonna believe what's going on'. He took me out clubbing and everywhere there were bands just like us."

The band went back in the studio with Cordell to produce their second album, You're Gonna Get It. There was a spirit in the air that the Heartbreakers were a band, not just a singer and his backing group, and toward that end they insisted the cover of the second album be a group shot. Petty, showing what would become a characteristic disregard for commercial agendas, strained to make the second record as different as possible from the first. The group continued to experiment with studio effects. Ron Blair is credited on the album sleeve with playing "electric bass, acoustic guitar, and helicopter." The helicopter was a radio-guided model that made a sound the band and their producer thought was interesting.

You're Gonna Get It went gold. As the Heartbreakers began to look like stars, the tension between Cordell and Dimitriades grew. Reggie Locke, Cordell's friend, had been forced out when Tom and Tony decided that he was a nice guy to party with but he wasn't looking after the band's business. Cordell had not been taking great care of business either, and Shelter was in trouble. When ABC got out of the record business, they sold the imprints contract to MCA. This was a shock to Petty - he had thought Denny could control the destiny of his label. Now Petty found himself signed to a major label with whom he had no relationship and at which he knew no one. When Dimitriades looked into the business further, he decided that Tom was signed to a ridiculous deal, a deal that gave Cordell control of Tom Petty's music while giving Tom Petty a pittance in return.

"I loved Denny dearly," Petty says. "But he was from that sixties school of business where he reckoned that what was his was his."

Petty and Dimitriades decided they needed to break the contract, even if it meant going to war against the way the record business operated, and they needed some extra muscle on their side. They hooked up with Elliot Roberts, manager of Crosby, Stills & Nash, Joni Mitchell, Neil Young and other superstars. Dimitriades and Roberts had a friendship going back to the 1970 Isle of Wight music festival when young attorney Tony got Elliot out of jail (the manager had come across on the ferry with some of his clients in a Rolls Royce with a peace sign in the window. When the cops decided to search the car, Elliot earned his commission by putting everyone's pot in his pocket). Elliot Roberts would work with Petty and Dimitriades for the next ten years. They were assembling their army.

The other thing Petty needed, if he was going to split with Cordell, was a new producer. Ironically, it was Cordell who had turned Tom onto Jimmy Iovine during one of their record-listening sessions. A 24-year-old engineer from Brooklyn, Iovine had broken into production with Patti Smith's "Because the Night." Petty, the Heartbreakers, and Iovine began recording Damn the Torpedoes while charging full speed ahead into a legal battle that would pit Petty against his old mentor Cordell and almost end the Heartbreakers' recording career. Petty sued for release from his contract on the grounds that with ABC out of the picture he should be declared a free agent. It was predictable that the record industry - which dreads free agentry as plantation owners dreaded emancipation - would form a phalanx against that idea.

When Petty said that he did not consider himself under contract to MCA, the record company began threatening to grab his tapes and release whatever they found. What followed was a mad battle in which Petty's roadie Bugs Weidel would drive around with the tapes in his car between sessions, so that Petty could swear to a judge that he honestly didn't know where the tapes were. Petty maintained that he was fighting for his creative life - if MCA released his half-done album, it would sink without a trace and he would be written off as a one-hit wonder. The redneck in Petty rose as he swore to the MCA lawyers that he would go back to Florida and sell peanuts before he would let them win; at least he'd have the satisfaction of keeping their hands off his music.

The songs Petty was recording were influenced by the war he was fighting. Think of the lyrics that jump out from that album: "Everybody's had to fight to be free,' "Even the losers get lucky sometimes," "I can somehow rise above it." The struggle to complete Torpedoes helped Petty to focus on what would become a theme through his work for years after: the refusal to be bullied and the willingness to fight against bad odds. It's striking how many of Petty's most famous slogans sound like a guy in the middle of a brawl: "Quit jammin' me," "Don't come around here no more," "I was born a rebel," "I won't back down." During the Torpedoes period even the love songs were packed with what could as well have been references to his court fight: "There's people running 'round loose in the world who ain't got nothin' better to do than make a meal of some bright-eyed kid."

"It was a topic I couldn't get very far from," Petty says. "Consciously, subconsciously and otherwise. I didn't set out to write an album about it but it just crept into everything. It was a very dramatic period in my life. Iovine and I used to call each other and we'd say, 'Do you think it'll ever come out? Do you think anybody will ever get to hear it?' We really didn't know, but it certainly gave us a little extra push in the studio. We were going to get that album made."

Recording with Iovine and engineer Shelly Yakus was bare knuckles work. The Heartbreakers had traded in the impressionism and experimentation of Cordell's production style for a perfectionism that demanded the band play songs over and over and over until they were as good as they could ever get.

"When Jimmy and Shelly came into the picture we became very aware of getting a really good sound," Mike Campbell explains. "Of course in retrospect I kind of like the sound of the first record best, even though the drums are small and everything. But we wanted to have a big sound, beyond Phil Spector. We got Jimmy because of that Patti Smith song with the big drum sound, 'Because the Night.' But what we finally realized when we got there was that 16 or 18 of the 24 tracks were the drums!" Campbell laughs. "You got this huge drum sound but when you plugged in your guitar it sounded like a transistor radio! So then it was, 'Oh my God, how do we get the guitars to sound better next to this?' It was just a nightmare. But we hacked it out until we felt we had the best of both worlds."

The battle over Damn the Torpedoes was long and wild but Petty's team eventually found cracks in the opposition's wall. Petty declared bankruptcy, which freezes all attempts to grab a debtor's assets. Tom's position was not that he had no money, but that the way his contract was written burdened him with a debt that could never be repaid. Therefore, according to bankruptcy law, the contract should be made void and a judge should step in and straighten out the problem.

The record industry runs on a principle of keeping artists indebted to labels. No one in the business wanted to see Petty find a way to break that stranglehold. He was starting to make the opposition antsy. There was also reason to believe that Shelter had exposed their record deal with Petty to legal vulnerability by having insisted on signing him first to an exclusive publishing deal, a songwriting contract. The technical whys and wherefores would confuse Perry Mason, but it appeared that Petty's team had uncovered a loophole that could invalidate lots of recording contracts if the judge agreed. Suddenly MCA was anxious to reach a settlement with Tom Petty. They agreed to set up a new label, Backstreet Records, to handle Petty's releases with the same sort of care and attention Petty had thought he was getting from Cordell at Shelter. They also gave Petty a better royalty rate and Petty got ownership of his publishing.

Petty finished Damn the Torpedoes his own way and watched it climb to the top of the charts. "Don't Do Me Like That", "Refugee", "Even the Losers", and "Here Comes My Girl" blasted out of car radios across America. He was elated. "No matter what anybody ever tells you," he told Musician magazine, "life is never sweeter than when you have a hit record. I mean, it is a SWEET goddam feeling. Especially after all that."

Damn the Torpedoes sold millions and made Petty a big star. Before its release, Dimitriades and Roberts called a band meeting to put to rest the notion that this was a group of five equals. Petty wrote the songs, they said, Petty sang the songs; from now on it would be Petty's picture on the album covers and Petty calling the shots. Anyone who couldn't live with that should hit the road. No one did.

From there on, the hits kept coming, along with periodic Petty hard luck. During the triumphant Torpedoes tour of 1979-80, Tom got a bad vocal infection that caused concerts to be cancelled and, finally, his tonsils to be yanked. When he found out that MCA planned to jack up the price of his next album, Hard Promises, to a then-unprecedented $9.98, he refused to deliver the album until they relented. At one point he even claimed he was going to title the record $8.98. MCA gave in. "Stop Draggin' My Heart Around," a Petty duet with Stevie Nicks written by Petty and played by the Heartbreakers, was a big hit in 1981, the same year the band charted with "The Waiting."

Petty points out that the single "A Woman in Love" probably would have done even better if Stevie Nicks' label had not released "Stop Draggin' My Heart Around" at the same time - over Petty's loud objections. There's gratitude, huh?

The Heartbreakers have always been a volatile band, but after the Torpedoes wars a new seriousness settled over the operation. The discipline Jimmy Iovine had introduced in the studio had delivered all the hoped-for payback in terms of sales and success. Tom had asserted his boss-hood. Shelter had been sent packing. The band worked all the time. The rewards were great, as was the stress. Stan Lynch, who never cared to keep his opinions to himself or treat Tom with any special deference, was fired and reinstated more than once. At one time or another, every member of the group had knock-down drag-outs with every other member. They were tough guys with high standards. They put up with it.

Except for Ron Blair. He had not expected success to be so hard. Unlike Mike and Ben, Ron had not shared Tom's dream for years before the Heartbreakers. Unlike Stan, he did not have the sort of disposition that could go through a brawl and come out grinning. Blair didn't like the regiment Iovine had brought to the studio, he didn't like the inter-band fights, and most of all he didn't like spending his whole life in buses and on planes. He was an excellent bassist and it hurt his pride that the Heartbreakers included three other bass players - Mike, Tom, and Ben - any one of whom might decide he had a better bass part for a given song and none of whom hesitated to step in and play it on the records. The other Heartbreakers were and are of the philosophy that whoever has the best idea should get it on tape and that to worry about such things is to not be a team player.

Stan Lynch says in Ron's defense, "There was not a lot of room for reciprocity. Ron was a great guitar player, too - he probably had some of the better guitar playing ideas. It was a hell of a band, everybody could do everything. Ben could play drums, I played keyboards on the first album. Everybody could take one step to the right. One thing about that band that we never really explored was how good each of them was. Campbell is an excellent keyboard player, Ben is a ridiculously good bass player. I can play a lot of shit. The focus became less on the musicianship and more on getting the parts for the song. We had to become more like record makers than musicians, which was a strange paradox. Blair was feeling a little underexploited. I think Blair wanted to be more of a musician, not less of one. That became a problem for me, too. I didn't want to just play the right part."

During Hard Promises, Ron missed a lot of the sessions. The other Heartbreakers shrugged and worked without him. But after the next tour Ron told Petty that he just could not stand to get back on the bus. He left the band and opened a swimwear shop called Shapes in Tarzana, California. Ten years later he told Gainesville Sun reporter Bill De Young, "The band as a unit got stressed. It seemed like everywhere we were playing was an upside down bathtub, the sound was bad and the bass sounded especially bad. For me it got to be almost depressing. We'd have soundchecks and it would be like bad group therapy ... After about a year of that I think my attitude kind of waned a little bit."

"It was every rat for himself that year," Blair said. "I don't know if I had quite the right support system."

"Ron wasn't comfortable with the size of things," Petty says. "Things had got really big and out of control and there was such demand on your time it was unreal. We had no lives, really, and I don't think he was in for that much, And by the time he didn't want to do it anymore we didn't really care, because it had become such a pain in the ass to get him to do it. But we always remained very friendly with him, he still comes around, he's quite close to Michael. Ron didn't just leave us - he left the music business. Completely walked out on the whole thing, did not want to live that life."

Benmont offers a comparison between Ron and Stan: "Stanley left and came back several times over the years, Stan was like 'That's it, I'm out of here, I quit!' or else it would be, 'Stanley get out of here' and he'd be back and then he'd be gone and then back and we'd never get anything done without him. But when Ron was gone, he was gone. He's still friends with everybody. He's a great bass player, he really is. When the band started, I would just listen to Ron and find what I could play off of Ron."

To replace Blair, the Heartbreakers swiped Howie Epstein - a Milwaukee singer/bassist who cut his teeth with John Hiatt - from the band of Del Shannon, for whom Tom had just produced an album. Del, in the middle of a tour, did not appreciate it.

Epstein had two qualities Petty valued highly: he had no ego problems and he could sing his butt off. "If somebody else comes up with a better part, great," Howie says. "I don't get bothered by that at all. I know some people do. 'I'm the bass player!' I think that's kind of silly. If Ben or whoever comes up with a better bass part, we'd be fools not to use it. I was definitely happy when I joined the band. I really think it was stranger for them. I don't think the guys had been in many other bands. They were so close knit, where I was used to playing with lots of bands. I think it was a little weird for them to have this new guy in there."

Hard Promises had represented something of a tug-of-war between Petty and producer Iovine. Restless as always, Petty had wanted to pull away from the studio craft of Torpedoes, while Iovine thought it was nuts to screw with a winning formula. The result was an album that sounded of two minds about itself - was Hard Promises, a mainstream rock LP with a few eccentricities or the work of a quirky singer/songwriter with a mainstream polish?

"Hard Promises was an extreme example of trying to do something different from Damn the Torpedoes," Petty says, "which I think frustrated Jimmy quite a bit. I wanted to start moving away from this anthemic sort of music. There's extreme things on there like 'Something Big' and 'Change Your Mind', and acoustic numbers. It was a little scattered. We worked very hard on it and were under the terrible pressure of following a huge hit."

Nobody was entirely satisfied with the result, and Iovine argued hard for going back to the formula that had served them so well on Torpedoes. The next album, 1983's Long After Dark. was at least superficially an attempt to do that. But in his heart Petty could not understand why he would ever want to repeat himself and on that album he struggled against Iovine's structures. One result is that the songwriting on Long After Dark. if not the sound and arrangements, is among Petty's bleakest.

"I really like Long After Dark," Benmont says. "It's got spirit. It's of a piece. It doesn't sound at all scattered. Hard Promises might sound a little bit like, 'This is from here, this is from there,' but Long After Dark really sounds of a piece to me. It's one of my favorite records we made. That period of time felt really good and intense. It was very angry or dark. It's got a nice cheerful red cover and silver back where everybody looks like, 'Hey, we're a pop band.' But it wasn't. It's got a real good mood and it sounds like the way we sounded then. It doesn't sound tricked-up at all to me. Hard Promises sounds tricked-up. There's a lot of echo on it. And that's okay. But Long After Dark is how we really sounded."

The very qualities that Benmont likes in that album - the anger, the darkness, and the stylistic unity - are probably a lot of why Petty had a hard time with it. He felt that he had allowed himself to be painted into a musical corner, and even when he and the Heartbreakers succeeded in busting out with a "You Can Still Change Your Mind" or "Something Big," they were told that such tracks could not be singles because it was not what the public expected from Tom Petty and the Heartbreakers.

"I felt that we were making the wrong decisions all the time," Petty says of that period. "Iovine felt I had gone too far afield on Hard Promises and wanted to get back to a good rockin' record. I became bored with that really quick. It was a tough record for me. If you listen to the outtakes from that album - 'Keeping Me Alive', 'Turning Point' - that was really where I was heading at the time. And those songs were completely dismissed, they weren't even considered for that album. I went along with it and I think I was wrong. I should have stood up for myself. Jimmy had nothing but our best interests in mind and we respected him enough to go along with his ideas. It's a fine album but to me it was treading water, we'd been down that road before."

Long After Dark was a hit (though, Petty points out, not as big a hit as Hard Promises) and with the innovative "Mad Max" conceptual video for "You Got Lucky", Petty and the Heartbreakers became a staple of the new television channel MTV. But that did not convince Petty to relax and go with the commercial flow. When the next tour ended, Petty for the first time considered making a solo album.

Petty began recording Southern Accents in a studio he had built in his house. He wanted to make a conceptual double album about his roots in the south, and he began writing songs both personal and anthemic. Driving around Georgia and Florida, he wrote down single words - "Apartment", "Rebels", "Trailer" - that evoked for him the feeling of the place where he grew up. An early idea was to write a song to go with each such image. One by one he called in the Heartbreakers to play on this track or that, until the solo album had evolved back into a Heartbreakers record.

Working along at his concept about the south, Petty and the Heartbreakers cut covers of Conway Twitty's C&W "The Image of Me" and Jimmy Reed's bluesy "Big Boss Man." But Petty started to feel roped in again, and this time the producer who was setting limits on him was himself. Maybe a roots album represented some sort of retreat - maybe, Petty considered, what he needed was to move forward. Help appeared in the form of Eurythmic Dave Stewart. He had come to Los Angeles at Iovine's invitation to contribute to a new Stevie Nicks album. Stewart showed up for the project but it didn't work out. It was Petty who had first recommended the Eurythmics to Iovine, and so Iovine called Petty and invited him over to meet Stewart (and maybe share the blame for thinking that Stewart and Nicks would hit it off).

Petty got along with the Englishman immediately. They went right over to Tom's house and started writing songs together. The first day they came up with "Make It Better" and "Don't Come Around Here No More." A good day. Tom invited Dave to stay over.

By this point, Tom's home studio had become a social hotspot for musicians traveling through L.A. Some stuck around to contribute creatively, and some just took advantage of the drugs and booze that were flowing through the transom as the producerless Heartbreakers plowed through what seemed to be an album without an end that changed and mutated with Tom's whims. Still, out of such chaos came moments of inspiration, such as when Stewart and Petty began chanting a call and response - "There's a man on the moon," "It ain't nothin' to me" - that only needed someone to turn on the tape to make into a record. The new team's neo-acid rock style peaked with "Don't Come Around Here No More," an infectious piece of southern psychedelia that became a big hit and one of Petty's favorite singles.

Petty, though, was having a hard time turning all the sessions - solo and with the Heartbreakers, Stewart's, one with Robbie Robertson producing, and even one with Denny Cordell - into a cohesive album. It did not help at all that by recording in his home Petty could never get away from the pressure. The Heartbreakers would be working away and Petty would excuse himself to go upstairs to check on some family business. He would then vanish for hours, leaving them sitting on their amps. The tension reached a literal breaking point when Petty, unhappy with his inability to get a proper mix on "Rebels," punched a wall and broke his hand. For a while it looked like his guitar playing days were over.

"Tom was dancing with the devil at that point, pretty closely," Stan Lynch remembers. "I imagined he was going to go. That was when he was beating his hands into the wall. He was going to get divorced, go to jail, drop dead, all the above. Something was going to happen real bad."

The injury sat Petty down hard. He was forced to take a long look at his life, his habits, and whatever it was that made him make everything so hard on himself and those around him. "I was not in good shape," Petty remembers. "We were all overdoing substances. It was the first time in many years that we'd been off the road, since the first album, I think. If we weren't in the studio we were playing. Then suddenly from '83 to '85 we were just guys at home. With a lot more money than we'd ever had and a lot more access to everything in the world and time to kill. So it was quite an adjustment. It was a huge mess. My kids have grown up in that kind of lifestyle and it didn't seem strange at the time, but looking back I probably wouldn't advise it. It was hard having the band in the house all the time. They said we had the best bar in L.A. People would be arriving all night long. Anyone who had nothing to do after two AM knew they could come to my house and we'd still be up."

As his hand healed, Petty called on Iovine to come back and help him turn all these sessions into an album. They cut the project from a double LP to a single, keeping the southern theme, but stretching it enough to make room for some of the Stewart collaborations. One of the treats of this box set is that it offers an opportunity for a listener to assemble an approximation of how Southern Accents would have sounded if the initial plan had been stuck to, and "Trailer," "The Image of Me," "The Apartment Song" and other tracks cut from the final running order had been included.

After touring in support of Southern Accents and releasing the live album Pack Up the Plantation, the Heartbreakers began what became a long association with Bob Dylan. It started with a one-night stand, a blind date backing Dylan at the first Farm Aid concert. From there the group and Dylan headed out on tour together, a great idea that they perhaps kept going for too long - almost two years. Along the way, Dylan's famous habit of trying to trip up his backing bands by switching songs, keys, and tempos on stage broke the back of the Heartbreakers' old rigidity. For all their excellence, Petty and the band had since Damn the Torpedoes taken a fairly formal approach to live performance; they re-created their recordings as closely as possible on stage. After a couple of years playing hide-and-seek with Dylan, that broomstick was extracted from the band's collective butt. Their next album, 1987's Let Me Up (I've Had Enough) contained some of their loosest, rowdiest music ever. Dylan co-wrote their next hit single, "Jammin' Me," and the Heartbreakers backed up Dylan on his Knocked Out Loaded LP.

Characteristically, the Heartbreakers don't agree about the merits of Let Me Up (I've Had Enough). It was the first album produced by Petty and Campbell alone - no Iovine, Stewart, or Cordell to referee this time. When Campbell brought in the Exile on Main Street-like title song Ben and Stan were elated - they wanted the Heartbreakers to shake off any shackles of slickness and do a whole album of barnburning hard rock. Stuff like 'Jammin' Me" was right up that alley. But as the sessions went along it was clear that Tom and especially Mike were becoming enamored of the notion of building classic pop records in the Brian Wilson/Beatles tradition. "Around that time Michael wrote 'Boys of Summer', which I passed on," Petty says. "It was a little too techno for me. That album was kind of a shotgun wedding." Mike introduced clever melodic pieces such as "All Mixed Up" and "Runaway Trains" into the mix. Mike and Tom thought they were great; Stan and Ben did not. Mike and Tom won.

An objective person would say that it's a lucky band that can choose between going the way of the Beatles or the Stones; everyone should have such problems. But the Heartbreakers have never been known for counting their blessings. Thematically, Petty was moving closer to a subject that he would come back to on such later compositions as "Free Fallin'" and "Zombie Zoo" - the disaffected kids who were growing up in the shadow of their self-absorbed Baby Boom elders. Petty had touched on this before, but it was on Let Me Up's "My Life/Your World" that he first nailed it.

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Tom cares about his fans
Review written by John Fitzgerald, October 16th, 2004

It's always been obvious that Tom Petty cares for the needs of his fans and here successfully meshes the politics of fans wants and music biz decisions by having three discs here including "Greatest hits" and three discs include rare and unissued material. The first three discs are the classic MCA Petty containing everything except "Something in the air" from the 1994 "Greatest hits" compilation album. As one needs to get this box set for the demo of "The apartment song" (from disc 5) which has Stevie on it anyways, it saves you from getting "Hard promises" as her appearances from that are here in "Insider" & "You can still change your mind". Of course label restrictions stop this set from being definitive as there are no Warners Petty numbers but curious in that the liner notes discuss "A wasted life" from "Long after dark" being an unusual but great song of Tom's and yet it's not included. Disc 4 is the B-side collection but the live version of "Spike" from the "Needles and pins" single seems to be missing but otherwise cleans things up pretty well. Other highlights from discs 5 & 6 are Tom's own vocals on "Stop draggin' my heart around", "Keeping me alive" which some may remember from the video compilation of "A bunch of videos and some other stuff" and an interesting outtake from "Full moon fever" called "Waiting for tonight" which features The Bangles. Although the rarities discs are almost half the length of the hits discs, they still include more unreleased/rare material than the "25 years the chain" box set did. Are you listening Mr. Fleetwood?

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Rest of liner notes:

"I was struck by seeing those 'Music of the Fifties' albums sold on cable TV," Tom says. "I was thinking of the alientation of the young kids at that time who really didn't want to know about it. It wasn't their shit - so much going on in life wasn't their shit. They were a generation without a name. They actually were that generation between the Baby Boomers and what they now call Generation X. I think there were a lot of people in between who really fell into the cracks, had no identity as a generation whatsoever and didn't know if they were into the Beatles or the Partridge Family. They had no idea what was theirs. They also embraced drugs in quite a big way - and all the wrong drugs, dangerous shitty drugs. That was who I was trying to sing about. It seemed like all these kids were from divorced families. With all the negative situations we're in now we tend to look past that, but to me the disintegration of the family has so much to do with the whole makeup of society." He laughs at his seriousness and explains, "I tried to squeeze it all in."

Let Me Up was a wonderful album, full of left-turns and unexpected delights. It was also the Heartbreakers worst-selling record since they got out from under Shelter. Even with a big hit single. That frustrated Petty to no end. How, he wondered, can a record as good as Let Me Up sell so much less than a record as compromised as Long After Dark? Is there no justice in the universe?

While licking his wounds, Petty began what would turn into an extended vacation from the Heartbreakers. He had fallen in love with an advance cassette of George Harrison's Cloud Nine, an album produced by ex-ELO leader Jeff Lynne. Petty ran into Lynne at a traffic light and invited him to come by. As had happened with Dave Stewart, Petty fell into an easy and immediate rapport with the English musician. They wrote some songs together, the first of which was the majestic "Free Fallin'." They knew they had to get it down right away. Petty had, after the traumas of Southern Accents, removed the studio from his house so they hightailed it over to Mike Campbell's garage, which contained a recording set-up, and told Mike to turn it on. Aware that they had a hit, they brought in Phil Jones, Stan's drum roadie and the percussionist on several Heartbreakers albums and tours, to play drums. The song was great, the track was wonderful, and to Tom's delight and amazement he had pulled off the whole thing, from writing to mixing, with none of the tension that surrounded Heartbreakers sessions. He, Mike and Jeff kept at it.

Petty determined to keep this a vacation project, to make the solo album he had intended Southern Accents to be. Although Campbell co-produced, and both Ben and Howie sat in once or twice, this was a Tom Petty record. No and the Heartbreakers this time. When his record company told Petty that the resulting album was too short to release, he was secretly happy to have a chance to keep fiddling with the record, adding songs as they came to him. Meanwhile, Lynne got Mike - and eventually the other Heartbreakers - involved in his next production, Roy Orbison's Mystery Girl album. In the midst of all this creative collaboration, George Harrison turned up needing a non-LP B-side for his next single.

Lynne and Harrison invited Petty and Orbison to help them come up with a quick song. They called Bob Dylan and asked if they could use his home studio. Thus was born "Handle With Care" and the Traveling Wilburys. Realizing that: (a) it was easy for five singer/songwriters working together to come up with material in no time, and (b) this little social circle represented the biggest rock and roll supergroup since Blind Faith, the five strummers knocked off enough songs for an album and after the expected squealing from their different record companies - formed Wilbury Records and released it. The resulting album planted itself at number one on the US charts, sold millions, and let Roy Orbison die a happy man in the middle of a great career resurgence.

Petty kept sitting on Full Moon Fever, as he dubbed the album from Mike's garage, while the Wilburys album ran its course. He finally released it in the spring of 1989. The first two singles, "I Won't Back Down" and "Running Down a Dream," did well, and the album was quite successful, but the third "Free Fallin'" struck a chord with kids across America and pushed Full Moon Fever over the three million mark. It finally passed Torpedoes as Petty's all-time best-seller.

"I'm really grateful to Jeff Lynne for all he did for me," Petty says. "Great times. And it was a period of not taking music overly seriously. All of that music, Full Moon Fever and the Wilburys, was just done out of joy."

Full Moon Fever's joy was all the more remarkable for having been summoned in the face of personal tragedy. In 1987 an arsonist had set fire to Petty's home. While he and his family escaped with their lives, most of their possessions were destroyed. It was a mark of how far Petty had come that a man known for his battles, for breaking his hand in anger, responded not with fury but with a "Let's make the best of it" concilliation.

"I know 'Free Fallin'' was influenced by driving up and down Mulholland Drive where I was living for a while," Petty said in 1989. "I did a lot of driving and a lot of the album came to me on those drives. We were moving all around town, going from house to house, staying in hotels. It was a funny lifestyle, but it was good creatively. I think that was a way of working out all the stuff with the fire so I wouldn't build up a lot of anger and aggression about it. I think looking back - this could be total bullshit - I completely adopted another stance for the album: 'Look, let's just be happy and try to get something over with a positive vibe and some credibility.'

"The fire was such a vast thing," Petty said. "But your life is not what comes out in the press. They only get the really tragic or really great things. They don't get all the middle stuff."

The Heartbreakers had not wasted their time while Petty was recording without them. Stan Lynch wrote songs with Don Henley for Henley's End of the Innocence album (Mike Campbell had composed the music for Henley's earlier hit "The Boys of Summer") while Howie Epstein produced acclaimed albums for John Prine and Carlene Carter. Benmont had become perhaps the top session keyboardist in L.A., playing with everyone from U2 to Elvis Costello to the Replacements. After spending most of 1989 touring behind Full Moon Fever, the Heartbreakers were anxious to get to work on another band album. Some sessions in the fall of '89 were deemed unsuccessful and they returned to the road. In early 1990 three of the five albums nominated for the Album of the Year Grammy Award (the Wilburys, Full Moon Fever, The End of the Innocence) were in part the work of Heartbreakers. Perhaps splitting the vote, they all lost to Bonnie Raitt's Nick of Time.

The four surviving Traveling Wilburys re-convened for a second record, which did okay but was not the phenomenon the first had been. Petty had now made three albums in a row without the Heartbreakers. The band reconvened for 1991's Into the Great Wide Open. Petty brought back Jeff Lynne to produce, the first time Lynne had worked with the full Heartbreakers. Maybe it was a case of too many cooks, maybe it was the awkwardness of the Heartbreakers trying to fit Lynne's blueprint, but the spontaneity that had marked all of Petty's projects since Let Me Up was missing. Stan Lynch, who had publicly expressed his unhappiness with being the only Heartbreaker not invited to play on Full Moon Fever, was especially sensitive to being told to play along with parts programmed on a drum machine.

"I was always at odds a little bit with the pop sensibility of the group," Stan says. "I wasn't a big Beatles fan. I liked them but I didn't grow up thinking 'I want to be in the Beatles.' I listened to Who's Next, I wanted to do 'Honky Tonk Woman' by the Rolling Stones. To me, Tom Petty and the Heartbreakers was Eric Burdon and the Animals. I would never have predicted Dave Stewart and Jeff Lynne. I had a whole other fantasy."

The resistance showed in the recording. Into the Great Wide Open had some wonderful songs and produced some hit singles, but overall the album felt constricted in a way Petty's other recent work had not.

"It was a complete mess," Petty says bluntly. "To me it seemed like a logical step. I was so happy working with Jeff and I thought, 'Well, let's bring Jeff and the band together and see what happens.' But really, there was always one side deferring to the other and they felt self-conscious. Jeff is a very determined person with strong views. Jeff, Mike and I were very tight; the rest of them hardly knew Jeff. I think a big mistake was that we didn't give the Heartbreakers more say. If they had had their normal amount of input I think it might have worked, but it was just impossible with the personalities. It had to happen, though, to convince me that I had brought everything out of that mine and it was time to move on. Great lyrics on that album, but not one of my favorites."

At the worst moments, Petty wondered if the Heartbreakers just carried too much baggage to ever achieve the sort of looseness that made his other recent work such fun. The band joke was that any combination of three or four of them in a room meant lots of laughs and a great time - but as soon as all five were there it became WORK. Petty had signed a new deal with Warner Brothers Records, and he began making the album that would become Wildflowers with producer Rick Rubin and a half-and-half mix of Heartbreakers and studio musicians, including drummer Steve Ferrone.

He still owed MCA a Greatest Hits album, though, and with some reluctance agreed to cut a couple of new songs for it. Rubin pressed Petty to take a break from the Wildflowers sessions and write a bunch of songs specifically for the Heartbreakers, then assemble the band in a room and cut those songs live. Play to the Heartbreakers strengths. Petty took Rubin's advice. The Heartbreakers assembled at Mike's house and tore through everything from Elvis Presley numbers to new rockers such as "Mary Jane's Last Dance" and the screaming "Come on Down to My House" - just the sort of thing Stan loved. Two songs, "Mary Jane" and a cover of Thunderclap Newman's "Something in the Air" were selected for the Greatest Hits album, which propelled by the success of "Mary Jane's Last Dance," broke Full Moon Fever's record to become Petty's best seller.

In September of '94, Petty and the Heartbreakers performed that song on the MTV awards alongside such fast company as Springsteen and the Rolling Stones. "Mary Jane" won Best Male Video for Petty. He was also given a special "Video Vanguard" award for continued excellence in the form. The next night the Heartbreakers appeared on the David Letterman show, debuting a new song called "You Don't Know How It Feels" from Wildflowers. "You Don't Know How it Feels" displayed the easygoing catchiness of the Full Moon Fever songs atop a drum beat borrowed from Neil Young's "Out on the Weekend." It was an instant hit, but Stan Lynch made no attempt to hide the fact that he found it tough to sit there going boom smack, boom smack, reproducing Steve Ferrone's part. ("If you listen to the whole record it's very elegant," Stan says, "But speaking just as a drummer, could you put me in any more of a plow harness?") After one more show, Neil Young's annual benefit concert for the Bridge School in northern California, Stan and Tom had their last blowout and Stan left the band.

It might be a little soon to say there are no hard feelings, but both Tom and Stan go from exasperation to affection to laughter in talking about each other. And it certainly helped to close the circle that the final Heartbreakers session, the marathon that turned out "Mary Jane's Last Dance" and a bunch of other loose-limbed raveups collected here, found the band back in its natural element, playing together in a room, rocking the house from the cellar to the chimney. "Those last sessions were really fun," Stan recalls. "We were all set up live in one room, we were all looking at each other. That was old school. That was the way we did Torpedoes. You could see Tom in the vocal booth and everybody played. Pretty cool."

"Stan's a very talented guy and has that double plus of being a really nice guy," Tom says. "But we're happy too. Things have worked out for both of us. It really hurt us deeply when he left, but it wasn't going to go any further. He was very unhappy with what had become his role in the band and I assume - this is just speculation - that it had a lot to do with the other side of his career, the songwriting and production, going really well for him. He's got an Eagles single he wrote out, he's doing great stuff."

Stan Lynch takes a break from working on new tracks for Don Henley's Greatest Hits and says, "I don't think I'll ever be around that good a group of musicians in my life again. I'll never have access to that sound. That's the thing I dream about. It's like having a great old horse. I really miss the feeling of being on that horse.

"For me, the whole Tom Petty and the Heartbreakers experience was so incredibly rich. Out of a thousand dollars there was a nickel's worth of down side. What a life! Tons of dough, tons of women, tons of adulation, tons of miles that you'd never get to see without this. Enough experience for twenty lifetimes and at a time in your life when you're strong enough to take it. And it couldn't have happened to me without those particular players. Great characters to have been on stage with a couple of thousand times. Great guys to jump around with, funny as shit, wackiest of the wacky. They don't get any crazier than those assholes. They're wonderful."

Tom Petty and the Heartbreakers have been recording for twenty years now, and have built a career remarkably consistent in terms of both success and quality. Very few rock and roll musicians maintain either high standards or commercial popularity for so long; you could count on one hand the ones who have done both. Yet for all the respect and affection that comes his way, Petty has never been granted a free pass, he has never seemed to quite reach the place where his eccentricities will be automatically indulged. He has had to work very hard to stay on top. Along the way, he has built a body of work that seems more impressive with each new addition to it. He is the tortoise who finally wins the race while the hares are all relaxing and reading their press clippings.

The kid from the Gainesville cover bands has collaborated with Dylan and Harrison and Orbison and McGuinn. The southern rocker who didn't want to be limited to playing southern rock has had a longer, richer, and more successful career than the Allmans or Skynyrd. The singer/songwriter who arrived in Hollywood to follow the country-rock path of the Byrds and Burritos has stayed on to become the single best surveyor of California life in the land where Hollywood dreams collide with post-gold rush despair. He has extended the California optimism of the Beach Boys and Byrds to a generation struggling in the ruins of those dreams. During the L.A. riots Petty wrote, recorded, and rushed out a single called "Peace in L.A." that promised justice could be found for the oppressed minorities living in the shadows of the west coast myth. When Petty performed "Free Fallin'" on TV in 1989, a very different sort of California rocker, Axl Rose, begged to come up and sing it with him; the song encapsulated Axl's Hollywood experience. Petty was delighted to bring him onstage. Petty is almost alone among rock musicians of his generation in playing to both fans who've been along since the beginning and a large audience of teenagers discovering his music with each new single.

As this is being written, at the end of the summer of 1995, Wildflowers has sold over 3,000,000 copies and is still on the charts and Petty is still on the road. Steve Ferrone is holding down the drum chair. Scott Thurston, who has gone out on the last few tours as utility man on keyboard, guitar, and harmonica has become a Heartbreaker. Howie Epstein is, after twelve years, an old vet. And there at the front of the stage is Petty, with Campbell at his side hunched over a guitar and Benmont behind the piano, watching everything that happens with the attention of a secret service man.

After more than twenty years there's still Tom, Mike and Ben - the three guys who drove that caravan out of Gainesville on an April Fool's Day when Richard Nixon was president and the war in Vietnam was being fought. Campbell knocks the sentimentality back with a wisecrack: "We were the cool ones."

Benmont says, "For me it's something to be moved by. I met Tom and Mike and it completely changed my life. I didn't have any ambition. I liked to play but I didn't know what to do with it. Then through various events and various people, my friend Sandy and others, I met these guys. Twenty-three years later, I look around on stage and there's the thread that's been consistent - Tom and Mike. And for a long time, Stan. For it to be three-fourths of Mudcrutch up there is pretty funny." Benmont smiles. "If God has a sense of humor, while He's handing out all these blessings He has to get a good laugh."

That's how it started. The ending is nowhere in sight. The scenery has been awfully impressive. end

Liner notes copyright 1995. Interviews were conducted with Tom Petty and the Heartbreakers in the summer of 1995. Other sources include interviews with Tom Petty in Musician magazine by Dave Marsh, Mark Rowland, and Bill Flanagan, articles in Goldmine and the Gainesville Sun by Bill De Young, an essay in Mojo magazine by Flanagan, and an interview with Tom Petty in Flanagan's "Written in My Soul."

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Tom Petty And The Heartbreakers Strange Behavior Access All Areas

Also available:
Tom Petty and the Heartbreakers
"Playback" Home Video (MCAV-11367)
17 Greatest Clips, 1979-1993, All On One Video
Here Comes My Girl
The Waiting
A Woman In Love (It's Not Me)
You Got Lucky
Change Of Heart
Don't Come Around Here No More
Jammin' Me
I Won't Back Down
Runnin' Down A Dream
Free Fallin'
A Face In The Crowd
Yer So Bad
Learning To Fly
Into The Great Wide Open
Mary Jane's Last Dance

Correspondence with Tom Petty and the Heartbreakers:
P.O. Box 260159
Encino, CA 91426-9998

(P) (C) 1995 MCA Records, Inc.
Universal City, CA 91608

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Discography entry submitted by Marty Adelson.