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- [instruments tuning] - [indistinct chatter]

- MAN: Should I turn it up some?

- TOM: Well, let's see how bad the buzz is.

- [buzzing]

- TOM: Bugs! Let's do the ampliphone.

I need more noise factor.

- [guitar plays]

- TOM: Y'all ready?

We got tape rolling?

- [guitar plays]

- TOM: Is that fast enough, Rick?

- ♪

- TOM: One, two, three.

- ["Cabin Down Below" plays]

♪

♪

♪ Come on go with me, babe ♪

♪

♪ Come on go with me, girl ♪

♪ Baby, let's go ♪

♪ To the cabin down below ♪

♪

♪ Well, I got a radio ♪

♪ Put it on soft and low ♪

♪ Baby, let's go ♪

♪ To the cabin down below ♪

♪

- TOM: In this time in particular,

this day in particular, this time of my life,

I feel much more comfortable being myself.

It's soul music. I think that's what I am.

I think I'm a soul singer, because you have to connect with

your soul in a way.

- ♪

♪ Hey ♪

- TOM: That's what's going on with me artistically, you know?

I feel very prolific right now.

I feel more like me.

- ♪

- [instruments tuning]

- [indistinct chatter]

- TOM: This has become a real, kind of pet project for me,

this--this solo album, and I'm really enjoying working on it.

And I really enjoy being able to take my time with it.

- ♪

- TOM: A way of avoiding politics within

the Heartbreakers was to just step out of it

and say this is a solo record.

Because you don't want to stay in one little circle

all the time. I mean, it's been almost 20 years of the Heartbreakers.

And if I only made records with the same four people all the

time, I'd never meet anyone, I'd never learn, I'd never grow.

- ♪

- TOM: But I really needed to do it, you know,

I'd been in a band my whole life, it felt like.

And I wanted the freedom.

I really wanted to be free of the democratic process.

But I think it was time to just turn the corner and try to find

another place to go, and the result was "Wildflowers."

- ♪

- I was really lucky because I knew what I wanted to do

very early in life.

And I didn't never question it.

I didn't have any choice.

I just did it, you know?

And if I had really known how little I knew about what I was

doing, I might have been discouraged, but I wasn't.

I was happy to do it.

And, uh, you know, if you're lucky enough

to do that, you're pretty lucky.

I feel very fortunate because it all worked out.

- ♪

- RICK: Tom was on MCA records, um,

I called up the person who was running MCA Records and said,

"If there's ever an opportunity to work with Tom,

I would love that to happen."

And I was told that Tom was

exclusively produced by Jeff Lynne,

and there was no chance that I would ever get to work with him.

And it's like, "Okay, thank you very much."

It was like a--a real cold kind of brush-off.

- TOM: I wanted to do something different.

I mean, I love Jeff Lynne dearly.

And--but I thought that I should do something else,

So Mike Campbell suggested Rick.

He said, "I think you'll like him."

And I just simply called him up.

- ♪ Da, da, da, da, da, da, daaaa ♪

- We could also overdub, when we're done,

we can do another pass at the cellos,

-just so we have them by themselves. -TOM: I love the ending.

You know, with Rick Rubin--Rick loves music.

And that's really why I decided to work with him.

It's not because of his technical skill. He has no musical skill.

He plays no instrument really. He's learning the guitar.

He just loves music. He's not a corporate man.

- ♪

- RICK: What I have to offer is as a fan.

You know, I can come in and say what I like and what I don't

like, and I don't necessarily know why,

but just being kind of true to my own taste and really try to

steer it in a direction that feels natural and good to me.

Should I play it to you? - Yeah.

- 'Cause you should make that a real part.

- TOM: I found Rick to be very helpful,

and I think he made a great contribution to the album.

And I feel, in a way--I don't know if he intended to or not,

that he's kind of guided me back into a musical place where I

feel very comfortable.

- ♪ You follow your feelings ♪

♪ You follow your dreams ♪

♪ You might find the forest ♪

♪ There in the trees ♪

♪

- TOM: What is great about Rick is his enthusiasm. You know, he's young.

It's the first time we've worked where the boss was a lot younger

than we were.

We're not really good at taking instruction from people.

We've never had an A&R guy, or somebody

who really told us what to do.

- [guitar plays] - RICK: Let's try the down verse thing. Alright?

We'll go from a bridge into a down verse.

- Bridge into a down verse.

- ♪

- TOM: There's really no rules in what we're doing now.

Songs is what it's about.

- ♪ I could do it if I have to ♪

♪

♪ I gotta bury my pride, drag this line ♪

♪ Over that hill one more time ♪

♪ Gotta get up in the morning, make my way ♪

♪ Over that hill again ♪

♪

- RICK: I was never really a Tom Petty fan growing up.

I liked--I liked more aggressive music before that,

punk rock and harder things.

He was a little melodic for my taste.

And then, um, "Full Moon Fever" came out.

- ♪

- RICK: I remember I bought it after I'd heard maybe the third

or fourth single.

And I listened to it, I would say, 10,000 times

driving in my car. I had moved to Los Angeles fairly recently from New York,

and I would drive around and listen to,

uh--to that album over and over again.

- ♪

- MAN: Check one two. - GEORGE: He loved "Running Down a Dream."

We used to sing along to "You're So Bad," and then--

no matter where--you know we're driving,

"You're so bad, da de da de da de."

You know, we'd mime the acoustic guitar part there.

- MAN: Check, check, check, check.

- GEORGE: You know, I was working with Rick at this

company called Def American at the time.

And, um, Tom and I, for some reason, whatever, he took a liking.

I think he tolerated me, and he found me amusing.

And Tom was a hero, an idol.

"Damn The Torpedoes," for me, was probably the record that

really just changed my life.

♪ 'Cause it don't make no difference to me, baby ♪

♪ Everybody's had to fight to be free ♪

♪ You see, you don't have to live like a refugee ♪

♪ Don't have to live like a refugee ♪

♪

♪ Now baby, you don't have to live like a refugee ♪

♪ Don't have to live like a refugee ♪

- RICK: I knew he really was a song craftsman,

which he--which he was, but I didn't realize

how many great songs he has. Like one after--it's like, how can there be this many good

songs from one person? You don't put it together that it's all him.

- ♪

♪

- ADRIA: I think after "The Wilburys" and

"Into The Great Wide Open" and "Full Moon Fever,"

he had, like, totally established himself.

There was nothing more that he had to prove to anybody.

And there he was at 40 years old,

still very young and still very fertile

with songs and material.

And I think my dad at that time was sort of looking around at

Eddie Vedder and Kurt Cobain and going, "That's me.

"That's who I've always-- that's the spirit

of everything that's me."

- ♪

♪

- RICK: And that's another interesting thing about the times.

It's like Tom was able to manage the changes of the styles

of music that happened, still sounding like Tom Petty,

but being of the moment as well.

- ♪ I'm going down to the house in the woods ♪

♪ See my little darlin' ♪

♪

♪♪

- [crowd cheering]

- GEORGE: You know what I'd like to hear, Tom? It is such a fascinating story.

- I have to start out talking? - Yes. You gotta tell me the story about how you came out

and got your deal.

How your whole career is based on a rejection letter, isn't it?

- [phone ringing] - It is, um...

I'll just let the phone finish.

- BOTH: [laughing]

- There he is now. He's changed his mind.

- TOM: George is a producer and a musician of some note,

and he was around a lot, you know, just on a friendly basis.

And he did play things occasionally,

though nobody can remember what.

But he'd pick up something and play it now and then,

and he got to be sort of our guru--George did.

- [laughing] What do you think, Mike?

- [plays flute] - [laughing]

- RICK: What I remember of our first meeting was that it was at

Mike's house and just had general conversation about music.

He had liked the album I did with Mick Jagger, he mentioned that.

And we listened to, uh, the demo

for "Good to be King," which was the one song,

I think it may have been the only song he had written for the next project,

-turned out to be "Wildflowers." - ♪ It's good to be king ♪

- RICK: As he developed more material,

he would call me and we would get together and listen.

And then I started visiting regularly, um,

his house in the Valley.

And he had a little music room with a four or eight-track

cassette recorder, and he would either play me demos or play me

acoustic versions of newly written songs.

- ♪

♪ Yeah ♪

♪ I'll be king ♪

♪ When dogs get wings ♪

♪

- [indistinct chatter] - ♪

♪

- TOM: I think Rick, he was really pretty accurate

in his evaluation of what I was playing him.

But I never really did hire him, he just kept coming back.

And we'd have another session, and then we'd stop.

And then I'd write some songs and I'd call him,

and he'd come over to my house and sit and give me his opinions

of the songs and what he thought could be better or worse.

It went on, and on, and on, you know,

for about a year and a half.

- ♪

- MIKE: Hey, Bugs. - Hey, man.

-I'm so happy to see you. Yeah. - We're back at the clubhouse, huh?

Got some guitars here for you to check out.

- MIKE: What do we got?

You know, on the "Wildflowers" album,

-we used some of these guitars. - BUGS: Yeah, definitely that one.

- This one is a Martin, was used on a song

called "Don't Fade on Me," which was.

- [guitar plays]

- A little finger-picking thing.

This room is the Heartbreakers' Clubhouse and, you know,

we were a band of brothers. This is like our home--

music--musical home. We spent a lot of time in here.

We've done a lot of rehearsing, a lot of recording,

a lot of laughing, and living in this room together with Tom.

I'm sitting here. There's a door over there.

There's a table where the band always used to sit

and have our meals.

And I'd be sitting there waiting and I'd see him walking

around this corner.

As I look up, I can almost picture him here now.

- ♪

- MIKE: Tom has this thing--and I've worked with a lot of

people, really good writers and great singers, but I've never

seen anybody that could do that like he could do it.

He could just pull things out of the air in the moment.

- BENMONT: Tom was a great songwriter.

I had always appreciated it, and known that this is incredible

to be in this band.

But you almost take it for granted that Tom's going to come

in with a great song.

But "Wildflowers" always stood out.

- ♪ You belong among the wildflowers ♪

♪ You belong somewhere close to me ♪

♪ Far away from your trouble and worry ♪

♪ You belong somewhere you feel free ♪

- TOM: Songwriting is the most fun I have.

When you finish one, there's no better feeling.

I think compared to all the different things we do that

are--a lot of them are gratifying, none of them are quite as

gratifying as finishing a song.

Sometimes it's really hard to write a song.

The best ones--they're not always, but usually the best ones are the ones

that seem to come kinda quick and they just fall out.

- ♪

- [indistinct chatter]

- [guitar plays]

- ♪

♪

♪ Run away, find you a lover ♪

♪ Run away, let your heart be your guide ♪

♪ You deserve the deepest of cover ♪

♪ You belong in that home by and by ♪

♪ You belong among the wildflowers ♪

♪ You belong somewhere close to me ♪

♪ You belong with your love on your arm ♪

♪ You belong somewhere you feel free ♪

♪

- Here's the bridge.

- ♪

- TOM: "Wildflowers," it's probably just for people

you love, you know?

Or people you wish good to, you know?

You wish--people you care about,

you know, how you wish them well? [laughs]

And that song came to me.

It's one of the only times that ever happened to me in my life,

is I really just stepped up in my little studio at home,

and I put the mic on and played the whole song,

straight from the top to the end with all the lyric

and all the music...in one go.

- [guitar plays]

♪

- TOM: And then I stopped the tape and played it back.

And I really was kind of, you know, confused.

I kept playing it again and again thinking,

"Well, what do we work on?

What would I change?" And then I thought, "I'm not going to change it.

I'm just going to leave it exactly stream of conscious."

- MAN: [laughs]

- Rick's bored now, he's art directing. - MAN: Uh-oh.

- RICK: If you think of the song "Wildflowers,"

if you don't analyze it, if you just think of it,

I think of it as a solo acoustic song.

It's Tom playing guitar and singing. And that's what that song is.

When in reality, maybe 50 different events happen

over the course of that song.

And those little elements that happen,

none of them draw attention to themselves.

And if you're not listening, it just sounds like guitar.

But it's reinforced with these different colors

that keep it very interesting and compelling.

And without knowing it, makes you want to listen to it over and over again.

- ♪ Run away, go find a lover ♪

♪ Run away, let your heart be your guide ♪

♪ You deserve the deepest of cover ♪

♪ You belong in that home by and by ♪

♪ You belong among the wildflowers ♪

♪ You belong somewhere close to me ♪

♪ Far away from your trouble and worry ♪

♪ You belong somewhere you feel free ♪

♪

- RICK: People have asked me what was different about

"Wildflowers" from other Tom records.

And I always say I don't know because I was there for

"Wildflowers," I wasn't there for the previous one.

So, uh, Mike, how would you say making of "Wildflowers" was

different from making the "Free Fallin'" album?

- Well, the producer's the main difference.

I mean, we were getting to know you,

and we had done some records with Jeff Lynne,

which was a different approach to production-- completely different.

And with you, we wanted to get back to the live performance,

organic tracks and not one thing at a time.

- TOM: One, two, three, four.

- [guitar plays]

- TOM: We gotta do something about this sound here.

- [indistinct chatter]

- TOM: It sounds acoustic to me while I'm playing it.

- ♪

- MAN: 'Cause your mic is so hot. - TOM: Alright, here we go.

- RICK: I've always believed that the fact that the two

records before "Wildflowers" were produced by Jeff had an

amazingly positive effect on Tom going into "Wildflowers,"

because he was so dialed in on the songwriting--

on concise songwriting.

And there was no, "Well, the vibe is good, so let's just go." There was none of that.

It was very...

pop structure songwriting, and then we took it and kind

of made it the natural version of those songs.

- I look at it as Jeff-- the records with Jeff were--

they are beautiful crafted pop records.

They are records. - Yeah, amazing.

- And my participation was minimal on both of the records,

because Jeff has an idea, there's a keyboard there,

he's going to play it, and that's great.

But this is almost like taking what you learned from Jeff and

setting it free by going, "We aren't going to build it;

we're going to see what happens if we do this."

It's very different, but it was very focused.

It's very focused on songcraft and recordcraft, but there's also a freedom in it

that's really, really cool. - RICK: Absolutely.

- TOM: It feels good. I think it maybe should be faster.

- ♪

♪ Harry Green was my old friend ♪

♪ We met in Spanish class ♪

♪ Helped me out of a spot I was in ♪

♪ He stopped a redneck from kickin' my ass ♪

♪ Stopped a redneck from kickin' my ass ♪

♪

♪ Harry Green was strong and tall ♪

♪ Played on a football team ♪

♪ Them good ol' boys said "You better watch out ♪

♪ He's not what he would seem" ♪

♪ He's not what he would seem ♪

♪ Harry Green ♪

♪ Was alright by me ♪

♪ Harry Green ♪

♪ Was alright by me ♪

- ADRIA: I think the story of "Wildflowers," at the time that it was being created,

was about a lot of people trying to like sorta go like,

"No, just stay in this pen and keep churning out hits."

And he was always kicking that gate open and going like, "No,

"I'm just going to hang out with my friends and make the music.

Whatever I give you, you'll be good with, I think, for sure."

You know, my dad was constantly fighting with the label,

and that's like a very well-documented saga.

There was never a moment of victory.

And so it was always like him giving these treasured records to the man, basically.

But I think when they rejected "Full Moon Fever,"

that sent my dad in a whole other trajectory.

- ♪ Tempers flare and the words are spoken ♪

♪ You close one door and another opens ♪

♪ You hear the music and you're wondering ♪

♪

♪ You got to get up and climb that hill again ♪

♪

♪ You got to get up and climb that hill again ♪

♪

♪ You got to get up and climb that hill again ♪

♪

♪

♪

♪♪

- BUG: He was never happy, you know, with MCA.

So he really wanted to be on Warner Brothers,

and when that opportunity presented itself, you know,

he jumped at it.

- TOM: We like to record for Warner Brothers because they taste good.

- [laughs] - TOM: Mm, Mongo like.

- RICK: Very nice.

- ♪

- TOM: We knew we had a long run at MCA,

and a very successful one, you know?

It just felt like time in life.

I really just went to work for people that I know

and could kind of trust their instincts.

- ♪ Hey, girl, come on, girl ♪

♪ What's the matter with you? ♪

♪

- I remember being at Cello Studios

in the alleyway with you. - Yep.

- And you said you were going to make a record with Tom.

And you said, "Who's a good bass player?" I said, "Howie."

And you said, "No, I don't want to use Howie."

And I named you a couple of bass players.

I think we tried them on a couple of songs.

They may have wound up on one song on the record. And that's what I remembered.

That it started like that and that you said you want to do

something different and use a different bass player.

I don't even remember if you said a different drummer.

- RICK: That was from Tom, by the way.

Tom wanted it to be--because he wanted it to be a solo album,

-not a Heartbreaker's album. - BENMONT: I know, I know.

- RICK: He said, "If Howie and Stanley are on it, it's

"a Heartbreaker's album and I want it to be a solo record.

"I want it to be--I don't want it to be a band record.

I want it to be more like a singer/songwriter record."

- And what's interesting is he got what he wanted,

but it also became a band record,

because 'til the very end, he would look at the band and go,

-"'Wildflowers' was the best record we ever made." - RICK: Wow.

Tom knew that he wanted this to be a solo record.

And because it was a solo album, I think he felt even more

like it was all on his shoulders.

And I think he felt like it was on his shoulders all the time.

But for the solo albums, he felt it even more so.

It was just more personal in a way.

It wasn't a band offering.

It was a Tom Petty offering.

- ♪ Everything changed, then changed again ♪

[humming]

Let me get the chorus right.

[humming]

♪

♪ Everything changed, then it changed again ♪

♪ It's hard to find a friend ♪

♪ It's hard to find a friend ♪

♪

- That riff is--

- ♪

♪

- TOM: "To Find a Friend" it's just a beautiful little song,

but I think subconsciously it probably had something to do

with my life, you know,

because I was--

I was becoming disenchanted

with my marriage at the time.

- ♪ And the days went by ♪

♪ Like paper in the wind ♪

♪ Everything changed ♪

♪ And then changed again ♪

♪ It's hard to find a friend ♪

♪ Hard to find a friend ♪

♪

- TOM: A lot of chords. - ♪

- BEN: I think I got it. - MIKE: You got it, we don't. - MAN: Is there a bridge?

- [humming] - MAN: Hope not.

- [humming]

- BEN: Who's solo? - TOM: You.

[humming]

- [piano plays]

- TOM: I think I can do it.

Maybe.

- [humming] - BEN: How's it start?

- But there's a long walk at the end, right?

For the ending.

There's like duu-ah.

- ADRIA: You know, my mother and my father had a bond

that was crazy big.

And she was always right by his side,

encouraging him to go ahead and take a stand.

But there were things on this record where you're like,

oh, okay, a paper in the wind, I get it.

You're preparing us for the cliche of what you're about to

have to go through to get out of this relationship.

- ♪ In the middle of his life ♪

♪ Left his wife ♪

♪ He ran off to be bad ♪

♪ Boy it was sad ♪

- TOM: The marriage was falling apart.

I think that had an influence on what I was doing, though.

I don't think I was trying to conceptualize that

or make it about that.

I was just trying to write a collection of tunes.

I wasn't really thinking along a thematic line.

But when I hear it, I can see that

it was working in the back of my mind somewhere.

- ♪ And the days went by ♪

♪ Like paper in the wind ♪

♪ Everything changed ♪

♪ And then changed again ♪

♪ It's hard to find a friend ♪

♪ It's hard to find a friend ♪

- ADRIA: There are things that are so indicative of him

being in a time of change.

He had sort of this complete escape

in the music at that point.

There's not any other album I can point to in particular that

so strongly reflected what his psychological state of mind was

at the time that he was making it.

So in that way, I think it's very personal.

- ♪ And it changed their lives ♪

♪ It changed their plans ♪

♪ Slowly they grew apart ♪

♪ Boy would have broke your heart ♪

♪

- BENMONT: He found a way to reveal the songs in what seems

to be a much more personal manner.

And it's some kind of evolution in the songwriting.

He had hit some landmark or some watershed moment or something

in his songwriting where he had gone

to a different emotional place

or a different way of revealing emotion.

- ♪

♪ I remember you so clearly ♪

♪ The first one through the door ♪

♪ And I return to find you drifting ♪

♪ Too far from the shore ♪

- ADRIA: At the time that "Wildflowers" was being

written, he was definitely going to therapy for the first time.

And I think that that was an interesting door of perception that was opening.

I think that that feeling of confidence and self-examination

that he was going through at that time made him want to make

a lot of different decisions about his life.

And he did them slowly, methodically, carefully,

and they were painful for him.

- ♪ Don't fade ♪

♪

♪ Don't fade on me ♪

♪

- TOM: I'm not obligated to bare my soul to nobody,

especially in public.

It's a tough thing, but nobody wants to hear you moan about it.

And I do appreciate that people are interested enough to want to

interview me or to want to know anything about me at all,

I am flattered.

But it is very hard to sit down and just talk about

yourself constantly.

I just want to be a musician and play music.

- ♪ So don't make me feel a stranger ♪

♪ And don't make me feel a fool ♪

♪ Don't make me out an outlaw ♪

♪ You said there were no rules ♪

- ADRIA: His whole life was changing and he didn't like

change and he was incredibly private.

But I did know that this record was like, "After this record,

I'm divorcing your mother."

Like I could tell from just the lyrics of "Don't Fade on Me."

But I was really proud of him that he was brave enough to do

what he thought would make him happy. He was ready to clean house.

I think he was gearing up for it.

And I don't think he even knew it

until after he had written it.

- [playing "Louie Louie"]

- BUGS: We were off the road,

and Mike had a studio in his house.

And that's how the "Wildflowers" sessions sort of

started really informally, by us going to Mike's

and playing every day.

And Stan Lynch--I don't know, you'd have to ask him,

but it seemed to me like when he was listening to

the "Wildflowers" stuff, it just seemed like, you know,

it wasn't really something that he felt

he could really get behind. So...

- ♪

- ♪ Grass is growing ♪

♪ It's time to move on, it's time to get going ♪

♪

- TOM: When we were going to do "Wildflowers,"

what became "Wildflowers," I remember running

some of the songs down with the Heartbreakers.

And it wasn't really that great.

And Stan said to Mike later that he didn't like the material.

He thought the material was too laid back

and didn't think it was what we should be doing.

I think that--that hurt me.

- ♪ It's time to move on, time to get going ♪

♪ What lies ahead, I have no way of knowing ♪

♪ But under my feet, baby, grass is growing ♪

♪ It's time to move on, it's time to get going ♪

- STAN: It's a horrible thing when you have to like--

someone shows you a song that you know they worked their ass

off and it's good, you know--I know Tom's good.

See, this is a proven thing in my head.

I go yeah, he's good.

Now what do I do?

You know, nobody comes up with a rule book and goes,

"Oh yeah, page 14, man. Here is your drum part."

You know you go like, "Oh yeah.

Okay, I gotta cough up something here that they like,"

and usually they hate it. [laughs]

They hate my shirt. They hate my hair. They usually hate everything.

So it's, um, it's fun, you know?

There's your challenge.

- You know, with bands, there can be tensions rise up over

time and it got to be uncomfortable.

I think Stan felt like he was maybe being leaned on too hard

to play a certain way or maybe we were too hard on him.

We were just in a quagmire of disharmony

for some reason, like a marriage, you know, it happens.

- ♪

- TOM: He was a very good drummer and he was conscientious and he worked really hard.

But he had a real explosive personality.

You know, he could be really sweet and really loving

and then be the biggest problem, you know?

- ♪ Come up in New Orleans ♪

♪ Some take to religion, some take to magazines ♪

♪ Sometimes we make money, sometimes we don't know ♪

♪ There's thirteen days with life to go ♪

- TOM: I had been working on and off on this album when I was

reminded that I had to do two tracks

for the "Greatest Hits" album.

Very nice. Nice track, man!

- ♪

- RICK: We took a break in the middle because we had to deliver

two songs to MCA for Tom to get out of his contract

for a greatest hits album.

Tom said, "Let's go to another studio.

"Let's set up an entirely different session and let's not

"interfere with what's going on with 'Wildflowers,'

"because what we're doing now is the future

and the greatest hits stuff is part of the past."

- --everything they can do, but there's a problem there.

You know, it's politics.

- RICK: But I felt like Tom's heart was in "Wildflowers'

and more like this was an obligation.

And we knew that the purpose of the session was to get two songs

for a greatest hits album, and then we could go back

to our day job of making "Wildflowers,"

which was the real--the real work.

- TOM: Just remember to put the suspension on the bridge,

or the bridge will fall down.

- ♪

- You can't have a bridge without proper suspension,

that's what I say.

So I called the Heartbreakers,

and we set aside some time.

And then I stopped what I was doing,

and I wrote them a few songs.

And we just--and we did this session,

"Mary Jane's Last Dance" and a few other things

in a pretty quick couple of weeks.

- ["Mary Jane's Last Dance" plays]

♪

♪ Move down here the age of 18 ♪

♪ She blew the boys away, was more than they'd seen ♪

♪ I was introduced, and we both started grooving ♪

♪ She said I dig you, baby, but I gotta keep moving ♪

♪

♪ On, keep moving on ♪

♪

♪ Last dance with Mary Jane ♪

♪ One more time to kill the pain ♪

♪

♪ I feel something creeping in ♪

♪ And I'm tired of this town again ♪

♪

- [harmonica plays]

- BENMONT: We recorded "Mary Jane's Last Dance,"

Which was a huge hit for us--gigantically.

And that's the last thing Stanley ever did with us.

A couple months later, Tom called me and said, "Look,

"I can't do it anymore.

I can't do it anymore, I have to let go of Stan."

I had to say, "You have to do what you have to do."

- You can't have a football team with a bunch of jack-offs.

- ♪

- I'm out here lookin' for starters.

You boys got too much on your mind to play football.

Just that damn music and jacking off.

- ♪

- RICK: The first mission really was figuring out who the band was gonna be.

I remember we auditioned drummers.

Amongst the drummers trying out was Steve Ferrone.

- ♪ Oh honey, honey the milk's gone sour ♪

♪ It's $200 an hour ♪

- STEVE: I was living in New York and--a studio musician,

and there was an answering service called Radio Registry

which used to call up and book-- book you for sessions.

And they called me up and they said,

"Can you come out to Los Angeles and do a session?"

I said, "Yes, I can do that." I said, "Who is it for?"

And they said "Oh, it's--it's top secret."

- TOM: We had assembled a band in the studio.

And drummers were kind of coming and going every couple of hours.

He would bring in a drummer, and we would play

through the song once, and I would go, "No."

- ♪

- STEVE: As I arrived, Kenny Aranoff's drum kit was coming

out, which was still not unusual because sometimes they

get hired to play a specific song on the album,

or the producer thinks that I should play these songs--a block

of songs, or split an album with another drummer or something.

And I walked in the control room,

and there was Mike Campbell and Tom Petty.

And I said "Ah!" [laughs]

- Hey! - Say, man, is that the drummer?

- Say, man, what you talking about?

- You call that a drummer? - No!

That's a rhythm technician. Yeah!

- ♪

- Oh yeah! Hey! - ♪

- When Steve Ferrone walked in, I remember you,

and Mike, and Tom looking at each other and going,

"This guy." And Steve had such a cheerful attitude.

- RICK: Yeah.

- And he was new. - MIKE: Don't wanna take credit,

-but I did bring Steve into the fold. - That's right, you did.

And it was a great idea to change the rhythm section,

because it changed everything.

Because Steve and Stan play nothing like each other,

and therefore, it didn't sound like the Heartbreakers.

It didn't sound like the Heartbreakers,

but the vibe was really good.

- TOM: And he played the track one time

through without hearing it, and we got a take.

- Are we ready? Do it again? Ready?

- We're ready. Let's do this.

- Steve Ferrone came all the way from New York.

So good to be with you people today.

- ♪

♪

- STEVE: "You Don't Know How It Feels" was different,

it was--there was something different about it,

it wasn't your regular Tom Petty approach to a song.

And Rick--Rick understood it.

Rick really had a great understanding

of what Tom was looking for, where this album was going.

- RICK: I would say the fact that I had come from a hip-hop

background made me pay particular attention to

the rhythms in a way that maybe had not happened in the past.

- ♪ Well, let me get to the point ♪

♪ Let's roll another joint ♪

♪ And turn the radio loud ♪

♪ I'm too alone to be proud ♪

♪ And you don't know how it feels ♪

♪ You don't know how it feels ♪

♪ To be me ♪

- MIKE: And there was discussion about--with Rick and

me and Tom, like, "I don't know if we have a hit on this record. I wonder if we have a hit."

And then somebody said, "Well, what sounds like a hit on the radio?"

And somebody said, "That Steve Miller song, 'The Joker.'"

Tom went home with that idea and came back with the song.

And it was just--that drum beat was really the impetus to write

it, and we've never really tried per se to write a hit,

but it did okay, you know?

- BENMONT: Ferrone's very key to him cracking the code of how to make it different.

I could see the Heartbreakers playing all of these songs,

but it wouldn't have sounded like this.

It'd sound great, but it would not have sounded like this.

- ♪ You don't know how it feels ♪

♪ You don't know how it feels ♪

♪ To be me ♪

- TOM: And I said, "Now that's what I'm looking for, you know?"

He played instinctually.

He played perfect the first time through.

And I liked him.

- [drums playing]

♪

- TOM: "Wildflowers" is really not a solo album in the sense

that you'd say, "I went off and did it without the band."

Because--especially with Stan gone now, it is the band.

All the rest of them were there,

which kind of happened piecemeal.

Like Mike was going to be there, and then Ben was there.

And then, "Who am I going to sing with?

I want to sing with Howie."

- ♪

- [unintelligible lyrics]

- ♪

- HOWIE: Tom and I get along real good.

I've never had one weird moment with him.

You know, a lot of times working in close situations or in a

creative end of things, you can like--

I'll get pretty pissed at somebody.

But, no, we get along real good.

- TOM: He's just a great high harmony singer.

His voice sounds very much like mine when we sing together.

I think he's a very talented guy, you know?

And I really appreciate him being my friend in many ways,

because it's hard to find people like Howie in the world

who are so pure of spirit.

- ♪

- One...two.

- ♪

- [indistinct chatter]

- ♪

- ♪ Here comes that feeling ♪

- Only a broken heart. - Only broken heart.

We did that guitars first, to-- not to a click,

but to Steve just playing a hi-hat.

- When we used to use loops on the second album,

the loops, I think, would be Stan or Tom or somebody just

beating time with the newspaper. - RICK: Yeah.

- And we'd have a loop with a human feel.

And that's a whole different thing. That's a whole different thing.

- RICK: "Only Broken Hearts" one of my favorite songs on that album.

- ♪ It's only ♪

♪ A broken heart ♪

♪

♪ I know the place where ♪

♪ You keep your secrets ♪

♪ Out of ♪

♪ The sunshine ♪

♪ Down in a valley ♪

♪ But I'm not afraid ♪

♪ Anymore ♪

♪

♪ It's only ♪

♪ A broken heart ♪

♪

♪ What would I give ♪

♪ To start all over again ♪

♪ To clean up my ♪

♪ Mistakes ♪

♪

- It's beautiful. - I absolutely love that.

- I think that's one of the best things about "Wildflowers"

is that it's organic.

All the tracks are performed by human beings.

We didn't use drum machines or clicks or anything like that. And you can tell.

- Yeah. - TOM: A lot of chords, though!

- ♪ - GEORGE: You could hear the wood of it.

You could hear the wood of the acoustic guitars-- or whatever it was.

The drums were very--everything was very natural.

You know, it was very earthy and natural, for sure.

- What I thought we'd do now is play you some acoustic music for a while.

- [audience cheering]

- 'Cause I have so many songs I wanna try to get in in the time

I have tonight.

So we've got a long way to go!

- RICK: I think for a long time, Tom's been making records

with a lot of guitars on them,

but they're layered guitars.

And if you have 6 or 12 guitars playing the same thing,

it stops sounding like a guy playing guitar and more just like guitar.

What we're trying to get at now is getting away from the idea of

guitar as a bed and more as a prominent instrument played by

a person with string sounds and finger sounds and the

personality of a guy playing the guitar as opposed to just the sound of a guitar.

- ♪ California's been good to me ♪

♪ Hope it don't fall into the sea ♪

♪ Sometimes you got to trust yourself ♪

♪ It ain't like anywhere else ♪

♪ It ain't like anywhere else ♪

♪

- [harmonica plays]

- ADRIA: I love the super uplifting like beauty and

simplicity of that song, but there's an edge to it,

because California's where he reinvented himself.

It's where he left an abusive father behind.

It's where he started his own family surrounded by friends.

It's where he had wild success.

And him and my mom were tenacious and crazy enough

to be successful here and make it work.

And I think he had a lot of appreciation for being a

resident here, like he felt very lucky that Los Angeles existed

and yet, just the idea that he sings,

"Sometimes you got to save yourself."

- ♪ California's been good to me ♪

♪ Hope it don't fall into the sea ♪

♪ Sometimes you got to save yourself ♪

♪ It ain't like anywhere else ♪

♪ No, it ain't like anywhere else ♪

♪

♪

- GEORGE: I think that was his purpose, you know,

obviously was to heal himself--that was the purpose of the work for him.

Tom and I, we'd never analyze his lyrics together. Like, "What do you mean here?"

The therapy was making--doing the work and making the music,

and that was how you worked through it.

- ♪ Sundown, red skies ♪

♪ Nobody's been around ♪

♪ Sundown, blue eyes ♪

♪ I kinda like this party town ♪

♪

♪ California's treated me good ♪

♪ I pray to God that the hills don't flood ♪

♪ Sometimes you got to save yourself ♪

♪ It ain't like anywhere else ♪

♪ It ain't like anywhere else ♪

♪ No, it ain't like anywhere else ♪

♪

- [harmonica plays]

- ♪♪

- [audience cheering]

- ♪

- RICK: There's been a lot of time going into the writing.

We're spreading the recording out over a long period of time,

which is really giving the album, I think, a depth.

If you're making the kind of records that just capture a

moment in time, the more spread out those moments of time are,

the more interesting they sound when they're put together.

And we've already recorded about 15 songs

that most artists would just say,

"Well, the album is done, we have 15 great songs.

Pick the best 12 and put them out."

But we're going to probably record

about another 15 and have the best to choose

from, or then again, who knows, maybe it'll end up being

a double album, which would be super cool to me.

- Be sure to tune in next week for double albums

that have failed. - [laughs]

- GEORGE: Why double albums don't work.

It's like, do we know we're making this landmark, incredible thing that was going to live for the ages?

No, you were just doing it every day, because it was so much fun, you know?

- ♪

- GEORGE: Bugs is the only one who knew, you know?

I'd say Bugs is the Oracle or Yoda.

It's funny, you might ask Tom or Mike or somebody or Ben

a question and you'd get the answer.

And then Bugs would walk away. "Actually, that's not"--

He'd correct because he knew-- he knew their lives, you know, better than anyone.

And um...he would know every song.

He would--even when they went through title changes and like

everything flowed through him at some point.

So everything he touched-- he touched everything.

- So when they had enough songs that they decided to make it

a double album, the way we kept track of everything was we've

got this chart and they wrote--

listed all the songs here.

And then up at the top there is a list of things that needed to

be done, like starting with whether the track was done or

not, if there are words, if there were any edits to be made,

all the different instruments that needed to be on there.

And when it was ready to mix, they would check it off here.

The final was...

The George Drakoulias Fuck That Shit Up column.

- GEORGE: Which meant like, you know, something stupid.

You know, who knows? It could have been anything,

but some kind of crazy sound or something weird or something stupid to do.

And then you had this giant chart.

And then the more songs that got recorded,

the bigger this chart got.

That would be the historical document that you'd always look

to, to know where you are at any given time.

So it's like, all right, "Leave Virginia Alone," okay.

We've done the guitars the other day. What are we going to do?

We got to do something stupid on it. Let's do--let's try this, whatever.

It was the owner's manual.

- The essence of the "Wildflowers" record is that

Tom wrote an astounding body of songs.

- Absolutely. - Too many to fit onto one record.

- Yeah. But I do remember I enjoyed

our time in the studio every day.

And I remember it took--it definitely took a long time,

but I loved what was happening.

And sometimes we would work all day, and it would just be one little piano overdub,

but it was the right one.

- BENMONT: It was the right one. - Yeah.

- It was a vibe of, what are we going to hear today?

I'm going to go play with my friends.

My friend Rick is going to be there and say, "To the bridge, "I think it's perfect.

We need to rewrite that bridge and play less."

And I was like, "Okay, I trust Rick.

Okay, man, let's do it." I was really happy, I think, during those sessions.

- It was fun. - This is the thing that was special about--one thing about

this record with Rick and Tom and me as, uh, producers,

and Ben as a...contributor.

- A layabout. - Layabout.

But the thing that Rick had, that Tom and I had--and I really

miss this about him--was whatever record we were making,

whoever the producer was,

we would show up and go for greatness.

I don't know--I wrote this song today.

It may not be as good as "American Girl,"

but we're going to sit here, and we're going to make it

better than anything we ever did.

Next day, this new song, we're going to make this the best thing we ever did.

-And Tom was really like that. - Every song had to be the best it could possibly be,

-and whatever we could do to make it, we would. - ♪

- That's right.

- ♪

- Come on, yeah.

- ♪

♪

♪ She give me her monkey hand ♪

♪ And a Rambler sedan ♪

♪ I'm the king of Pomona ♪

♪

♪ Her juju beads are so nice ♪

♪ She kissed my third cousin twice ♪

♪ I'm the king of Milwaukee ♪

♪ And I've got something to say ♪

♪

♪ God have mercy ♪

♪

♪

- BENMONT: Now, we weren't grim, and going, "We're making

a minimalist acoustic masterpiece that's the

antithesis of everything Tom Petty has ever done."

We weren't doing anything like that. We were making the record we were making.

And we were doing what we always did,

which was trying really hard to do it really well.

- ♪

♪♪

- [audience cheering]

- TOM: All of us would be embarrassed if we weren't getting better.

That for me is an ongoing quest, because I think I've always

thought of myself as not really that good.

So--[laughs]--

I constantly keep trying to get better.

- ♪

- BENMONT: If you have a song like "Crawling Back To You,"

the music has a mood.

Music has an absolute mood.

And so you dial in.

Now, I remember my hands on the piano,

seeing my hands on the piano.

I remember recording the sounds there, the beginning of it.

I don't really have a recollection of playing

the actual take, and that's a good sign.

If you black out, stone cold sober, during a take,

then you're inside the music.

And that's--to me, that's one of the best things on there.

That's one of my favorite things that we ever did.

- ♪ I'm so tired of being tired ♪

♪ Sure as night will follow day ♪

♪ Most things I worry about ♪

♪ Never happen anyway ♪

♪ Oooo oooo ooo ♪

♪ I keep crawling back to you ♪

♪ Oooo oooo ooo ♪

♪ I keep crawling back to you ♪

♪

- TOM: Yeah, I was really pleased with that because

that's--that's me--that's me creeping into this song there.

[laughs] That's me.

Worry so much about--and then, when I started to think,

almost everything, if you make a list,

that you were worried about, never happens.

- STEVE: That line stuck out like a sore thumb to me for some

reason, and I found myself in a lot of fear about a lot of

different things and that line really just popped out at me.

And when Tom passed, I decided to have it tattooed on my arm.

Yeah.

I think it migrated from "You Don't Know How It Feels,"

I think that was the demo that it was on.

And it didn't really fit, but it fit--it really did fit in

"Crawling Back To You."

- ♪ Oooo oooo ooo ♪

♪ I keep crawling back to you ♪

♪

♪♪

- I start out songs sometimes, they don't--and they go through

a big transition by the time they get to the studio. Like, take this one.

- ♪

♪ Well, I won't back down ♪

♪ I won't back down ♪

♪ You could spread me all around town ♪

♪ But I won't back down ♪

See that one kind of started out like that. - [laughs]

- RICK: There was always a lightheartedness about Tom,

and you could hear a really serious, emotional lyric.

And then all of a sudden, there'd be a--I wouldn't call it

a jokey lyric, but maybe a snide lyric would rear its head,

which was more like what he was like in real life, you know.

He--he had a great sense of humor.

- ♪

- Huh? - MAN: What you really think.

- 'Bout what? - MAN: About all this.

- Well, I think it's a damn fine way for these youngsters

to amuse themselves.

Keeps 'em off the street and out of trouble, you know?

And the only question I have is, "Why the damn hair?"

You got a good thing going here, a lot of talent in the room,

do you really need the damn hair is what I wonder.

- MIKE: His sense of humor--I think his sense of humor came

from--first of all, he was really smart, and he read a lot.

And he told me once, "I love the English language.

"I love words. "I love to play with words.

"I like to mix them up, maybe use words

as a tool as you might use notes."

And I know that he had-- probably had a library of stuff

that he could pull from at any moment because he was

well-read and he watched a lot of old movies,

and he probably picked up a lot of lines from that.

And he just seemed to be able to throw down a humorous limerick anytime he wanted to.

- And a lot of times, if we were just jamming,

goofing around, the lyrics would be so funny.

He'd just come up with--everybody almost stopped

playing sometimes because he'd come up with this crazy shit

that was just so cool and hilarious that we couldn't even play.

- ♪ My old man's a sailor ♪

♪ What do you think about that? ♪

♪ He wears a sailor's collar ♪

♪ He wears a sailor's hat ♪

♪ He wears a sailor's raincoat ♪

♪ He wears a sailor's shoes ♪

♪ And every Sunday morning, he reads the Sailor's News ♪

- That's all for free, thank you.

My dad told me that, when I was very little,

I had an amazing memory for nursery rhymes

and fairy tales.

It was only in retrospect that I went back and read poets and

people that are supposedly good at writing, you know?

I always was just trying to--I still look at it like we're

writing rock and roll records and shouldn't be taken

too seriously.

- ♪

♪ Well, time's been running slow ♪

♪ Since we both got here ♪

♪ C'mon and slide a little closer ♪

♪ Let me whisper in your ear ♪

♪ Well, I got a radio ♪

♪ Turn it on soft and low ♪

♪ Baby, let's go ♪

♪ To the cabin down below ♪

♪ Baby, let's go ♪

♪ To the cabin down below ♪

♪

♪ Baby, let's go ♪

♪ To the cabin down below ♪

♪♪

- BENMONT: It's fun to dive into all of that.

And the playfulness in "Honey Bee,"

the sheer rock and roll in "Cabin Down Below,"

the craft in "You Wreck Me," and just the goofiness of...

"I'll be the boy in corduroy pants,"

just all that just wonderful stuff.

The wistfulness, the humor,

the sadness, the--the loss,

and just everything that he's saying,

which is also pretty damn funny.

- ♪ I was in love with a girl on LSD ♪

- [audience cheers]

- ♪ She'd see things I'd never see ♪

♪ She broadened her perspective ♪

♪ Then I got more selective ♪

♪ I was in love with a girl on LSD ♪

- I mean, just the first line, you can't lose after a line like that.

You know, "I was in love with a girl on LSD."

Okay, where are we going with this idea?

Everybody knows, everybody can relate to that and wants to know

what's happening next. Why? What is she doing?

What are you gonna do about it, you know? [laughs]

- ♪ I was in love with a girl on China white ♪

♪ We were married for a year one night ♪

♪

♪ Her memory still lingers ♪

♪ 'Cause I burned all my fingers ♪

♪ I was in love with a girl on China white ♪

- ADRIA: The thing about my dad was like--it was a ceremony.

It was like, "Okay, you've been invited in. Sit here and listen

really loud for a very long time."

My first impression of "Wildflowers" was like, "Wow,

"this is just so much incredible music.

"We're dancing in all of your characters.

"We're dancing in all of these different places in your mind.

"And you've got it all happening here.

This is unfucking believable."

- ♪ I was in love with a girl who was a dealer ♪

♪ I was afraid somebody would come and steal her ♪

♪ We never used to fight ♪

♪ But the phone rang day and night ♪

♪

♪ I was in love with a girl who was a dealer ♪

♪

♪ Sure as hell ♪

♪ She got popped by the big guys ♪

♪♪

- [audience cheering]

- MIKE: I remember being frustrated that they don't want a double album.

What are we going to do? - RICK: Me too.

- MIKE: And I think mostly you and Tom whittled it down

to one album's worth of songs. - I was--I was shocked

that Tom went along with the idea of a single album. I was shocked.

- I was--well, not shocked, but he was just trying to make things happen.

But it was hard--because we didn't start out making a double album.

We had all this stuff, and we thought, "Well, "it won't fit on one record.

What are we going to do? We'll make a double album."

And the record company said, "Oh, you won't sell any."

And then I guess we got scared or whatever.

But it was hard to whittle it down.

And I didn't have a whole lot to do with that.

I think you and Tom maybe worked on the sequencing.

- I think it was really more Tom. - It was mostly him.

- I would contribute, but more him.

- On all the records, it was Tom always had the final say on sequencing.

He struggled with it, and he worked on it night and day.

- [indistinct chatter]

- I'm trying make a film here, you're slagging people off.

You come in here and you curse and you slag people off.

- ♪

- RICK: George has been known to work blue.

- TOM: He works blue.

-I tell ya. - RICK: It's cheating really.

- TOM: Well, George, it's good in the short term.

It's good in the short term.

- GEORGE: Career burnout.

- ♪

- TOM: It was two CDs long later on,

when it was all done and we were listening to it.

I thought, "It's very long," you know? [laughs]

But Rick thought it was cool.

To buy it would've been extremely expensive because of

the two CDs,

so let's just take off ten and--[laughs]--

so, you know, that was a hard decision.

That probably took up three months,

figuring out what goes off and what stays.

And there was a song called "Hung Up and Overdue" that I did

with, um--with Ringo on the drums.

And one of my favorite singers ever was Carl Wilson

of the Beach Boys.

And we did--had Carl just lay down these beautiful harmonies

for us, and it's a great piece of work, but it's a very,

um--sort of off-the-wall piece and it was about six minutes

long, so--and very slow.

So we can only have so many slow ones, so something had to go.

- ♪

♪ We've overdue for a dream come true ♪

♪

♪ Long time, nothing new ♪

♪ We're overdue for a dream come true ♪

♪

♪ I'm so hung up ♪

♪ On her now ♪

♪

♪ I'm so strung out on her now ♪

- RICK: Ringo played a small drum set,

and he hit the drums fairly delicately.

And this big sound filled the room.

It was an incredible thing to see.

He played different than other people.

And it sounded different, and it resonated in a different way,

and it swung in a different way.

- ♪

- ADRIA: I think that he just gave himself permission with

this record to be around the finest environment

and the finest artists that he could find, you know,

that I can say I remember lots of discussions and lots

of excitement and lots of, you know,

"God, it just feels so good to be making work in this environment."

When you look at the footage you can see how happy he is.

- ♪

- [indistinct chatter]

- ♪

- [mumbling lyrics]

- ♪

- [indistinct chatter]

- TOM: But I really enjoyed the whole process.

I was much closer to this album than a lot of them I've made, I think.

I--I got very close to it and wasn't in any hurry

to finish it, really.

- ♪

♪

♪ Tonight we ride, right or wrong ♪

♪ Tonight we sail on a radio song ♪

♪ Rescue me, should I go down ♪

♪ If I stay too deep in trouble town ♪

♪ Oh, yeah ♪

♪ You wreck me, baby ♪

♪ You break me in two ♪

♪ But you move me, honey ♪

♪ Yes, you do ♪

- TOM: Mike Campbell came up with these great chords that

reminded me of records we used to make.

So what I tried to do was really just make a Heartbreaker's

record from the '70s.

[laughs] Which I think works. You know?

Lyrically, the idea behind that song was this was meant to be

the moment where you went back in time, nostalgia really.

- ♪ ♪ Oooh ♪

♪ Yeah ♪

♪ You wreck me, baby ♪

♪ You break me in two ♪

♪ But you move me, honey ♪

♪ Yes, you do ♪

♪

♪

- TOM: And it wrecked me. And I just thought it should be a fun one.

Like, it's a very rock and roll, kind of-- I don't know what it is.

[laughs] It's one of my favorite ones, really.

- MICHAEL: Guys? Can everybody come inside please

and just listen to the track?

Is everybody here? Everybody? - [indistinct chatter]

- RICK: Do you want me to play the-- What do you want them to hear first?

- They should hear their own track, so they can--

- [indistinct chatter]

- MICHAEL: Certain notes go out.

- ♪

- RICK: There's something about the artist's work that has

a little bit of a diary-like aspect,

the work reflects a time in someone's life.

- ♪

- It wasn't always conscious, where it was coming from.

He told me "Wildflowers" scares him,

because he's not really sure why it's as good as it is.

So it has this like haunted feeling for him.

He very much wanted to re-release it.

He thought it was really important because the legacy of

the "Wildflowers" album loomed large in his career.

And he knew that the second half of "Wildflowers"

was an important statement.

- ♪ You follow your feelings ♪

♪ You follow your dreams ♪

♪ You follow the leader ♪

♪ Into the trees ♪

♪

- TOM: You wanna drop in or start again?

- [indistinct chatter]

- TOM: You know these headphones are leaking hi-hat really loud? Are they supposed to?

Sorry, I can't hear you.

I had no control over what I wrote this time.

I didn't edit myself, and I didn't hold back anything.

I just let it come out, you know?

So, no, there is another batch of work that'll come out later, I guess.

But you know, I thought, "We should write an ending for this

thing," and "Wake Up Time" is sort of the finale.

- STEVE: "Wake Up Time" is really a beautiful,

beautiful song, I thought.

And--and the way that that was recorded was Tom sat

at the piano and just played the piano and sang it.

And he asked me just to tap a hi-hat

just to keep him in time.

But there's a breathing that happens,

the song breathes.

- TOM: One two three...one two three.

- ♪

♪ You follow your feelings ♪

♪ You follow your dreams ♪

♪ You follow the leader ♪

♪ Into the trees ♪

- MIKE: It's always been about the songs. This is a song,

whoever's here now that's going to work on

this, let's make this song.

Live--don't get in the way of it, make it work.

And so "Wildflowers" was the same thing, you know?

Make the songs work, bring out the best in the songs

and have a lot of fun while you're doing it.

We all enjoyed that record a lot.

There was never any negativity or fighting,

or it was all just almost like, "Well, do we have to stop?

"I guess we have a double album, we have to stop now, you know?

What we're going to do now?" [laughs] We could have kept on making it, you know?

- TOM: And I thought it very important that we end it

on a hopeful note.

You know, some of this subject matter on this album is

downright dark. [laughs]

And I'm sure that I've been through those downright

dark periods, but it's always just believing that there is

some--something redeeming about human beings.

That's what carries me through, you know, the toughest times.

- ADRIA: He's a unicorn. He's a one-of-a-kind human being on this planet

that came here to bring joy.

And it's like, you know, that was his purpose.

- ♪ You spend your life dreaming ♪

♪ Running 'round in a trance ♪

♪ You hang out forever ♪

♪ And still miss the dance ♪

♪

- BENMONT: But losing Tom, it changed the way I hear him.

You know, I think it happens with a lot of artists.

When you lose them, you appreciate

them more. You go back and take a look.

And we've been doing a lot of going back and taking a look since Tom passed away.

- ♪

- MIKE: It was emotionally hard at times to listen to

songs of your friend, who's no longer here.

It was emotional. And other times, it's just joyous.

"Oh, thank God we did that. We were really good."

You know, and so it's a whole plethora of experiences on this record.

- ♪

- STEVE: I think every member of the Heartbreakers is--

is happy that Tom's wishes have been--you know--we're his band

and all we wanted was what Tom wanted.

He wanted this record out, and he wanted people to hear it.

So he's got what he wanted.

He usually did get what he wanted in the end.

[laughs] He had a way of doing that.

[laughs]

- ♪ Rise and shine ♪

♪

♪ If he gets lucky ♪

♪ A boy finds a girl ♪

♪ To help him to shoulder ♪

♪ The pain in this world ♪

♪

♪ And if you follow your feelings ♪

♪ You follow your dreams ♪

♪ You might find the forest there in the trees ♪

- TOM: I'm very pleased with that one, I thought it

was one of the best things I'd ever done.

And I always liked that line where you're going to be-- what is it?

"It's going to be alright, it's just going to take time."

And that was the idea behind it, was just to kind of say

everybody's been knocked around a little bit,

but it's--you've got to keep some kind of faith in yourself,

and that you'll probably be alright.

- ♪ You're just a poor boy ♪

♪ A long way from home ♪

♪ You're just a poor boy ♪

♪ A long way from home ♪

♪

♪ And it's wake-up time ♪

♪ It's time to open up your eyes ♪

♪ And rise and shine ♪

♪

♪ 'Cause it's wake-up time ♪

♪ It's time to open up your eyes ♪

♪ And rise ♪

♪ And shine ♪♪

- [audience cheering]

- Thank you! God bless you, good night!

- [audience cheering]

- ♪ You belong among the wildflowers ♪

♪ You belong in a boat out at sea ♪

♪ Sail away, kill off the hours ♪

♪ You belong somewhere you feel free ♪

♪

♪ Run away, find you a lover ♪

♪ Go away somewhere all bright and new ♪

♪ I have seen no other ♪

♪ Who compares with you ♪

♪ You belong among the wildflowers ♪

♪ You belong in a boat out at sea ♪

♪ You belong with your love on your arm ♪

♪ You belong somewhere you feel free ♪

♪ Do-do-do, do-do-do ♪

[humming]

♪ Run away, go find a lover ♪

♪ Run away, let your ♪

♪ Heart be your guide ♪

♪ You deserve the deepest of cover ♪

♪ You belong in that home by and by ♪

♪ You belong among the wildflowers ♪

♪ You belong somewhere close to me ♪

♪ Far away from your trouble and worries ♪

♪ You belong somewhere you feel free ♪

♪ You belong somewhere you feel free ♪

♪♪