photo: James Mountford

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In the spring of 2008, Grace Potter took some time away from her band The Nocturnals to record an album with venerable producer T Bone Burnett. The group’s Hollywood Records debut, This Is Somewhere had come out the previous August, generating new visibility that included an appearance on The Tonight Show with Jay Leno. However, after watching Potter’s extended a cappella intro and mesmerizing performance of “Nothing but the Water” at the 2005 Boston Music Awards on YouTube, Burnett reached out about the possibility of working with her on a solo record that would feature such studio stalwarts as Jim Keltner, Mark Ribot, Dennis Crouch and Keefus Ciancia.

This was an opportune moment for Potter, who remembers, “I had presented my band with a letter saying that I wanted to take some time to explore my own musicality away from The Nocturnals in 2008. That all was simultaneously happening when I met with T Bone, so him saying that he wanted to bring in his own crew of players was a bit of a confirmation bias for me that the universe was handing me an opportunity to step out from this curtain of loyalty that I had clung to deeply and was a comfort-zone thing for me. But I also wanted to follow the Tom Petty template of losing The Heartbreakers for a record. I told myself: ‘You’re the one who writes the songs and you can do this. It’s time for you to step out.’”

However, Hollywood Records ultimately did not concur and declined to release the album. Instead, the label sent Potter back into the studio with The Nocturnals and producer Mark Batson for what would become the band’s 2010 self-titled offering. This record featured many of the same songs with more of a pop-rock sheen and a different sort of power than Burnett’s layered, horn-infused approach to the material.

Around that time, Potter acknowledged being “completely bummed out and blindsided. However, Grace Potter & The Nocturnals came out of it, and it was a pretty great forward step for us.”

Now, more than 17 years since the original sessions with Burnett and a decade after parting ways with The Nocturnals, Medicine is finally available. Potter indicates, “It’s a fun record to listen to. I never listen to my own records after they’re done. But for me, this record isn’t my own music anymore. I now get to just be a casual observer of this moment and these songs that ultimately served a very big purpose and did a lot for me. But now those meanings are all contorted because these arrangements are just so fucking cool. The approach that T Bone took is brazen, wonderful and awe inspiring. It reminds me that I don’t know anything. You think you know, and then you look at it again from another angle and it’s a Rubik’s cube.”

Before The Sky Falls

I have such a vivid memory of meeting [co-writer] David Poe for the first time—it was a sunny day in New York and I recall the smell of cigarettes. I’d been doing a lot of co-writing that had felt very similar. It was a cadence that I had gotten into where I was pretty comfy going into a studio and settling in with my pad and paper. There’d be a little portable keyboard and this whole system that most other co-writers and songwriters were doing.

Instead, David was like, “Let’s just walk around New York, take it in and get to know each other. We’ll write down lyrics if we get any ideas, but let’s not have that be the objective.” It was such a wildly different approach to songwriting, and it truly brought out what I think that song feels like.

There’s a charisma of New York City all around me in that song, even though I’m not a New Yorker. I also remember the push and pull of David having some very dark thoughts about the future of humanity and the integrity of the life he had chosen for himself. He was questioning absolutely everything but then being like, “You know what though? I think my whole attitude about life might just be skewed because I’m seeing it through the filter of not being in love.” The entire song really fell together in that sentence. It was like, “Doom, gloom, ultimate destruction. We’re all going to die. But what about love?” That’s how fast it happened, and it was all just while we were walking around and he was chain smoking cigarettes on a sunny day in New York City.

Losing You

This song was specifically about breaking up with the band. I think the question I was asking myself in that moment of writing the song was, “Am I breaking up with you or are you breaking up with me? Because this is clearly hitting a breaking point, but I can’t tell whether I’m losing you or if you’re losing me or if this has just lost itself.”

I really wanted to capture that sort of destabilization and I thought that Jim Keltner’s drums did it so beautifully because there’s no real four on the floor anywhere. There’s nothing to hold onto, but it’s such a groovy percussion track. I absolutely live for that particular sound of his from what I called the percussion tree. He had this wild thing—it was set up on a high hat stand, but it was a tree that looked like a cuckoo clock full of weird instruments that kind of popped out. Then he’d sort of stick them back in, and another one would pop out and he’d play it and then stick it back in. It was wild.

When I was writing the song, it felt like being on the Tower of Terror. Then it was very respectfully, appropriately and lovingly arranged with that structure in mind. It has that feeling of stability you might get from an Allman Brothers song like “Midnight Rider” and then the carpet is ripped out from under you over and over and over again through the music and the arrangement. It’s one of my absolute favorite songs on the record.

That Phone

My manager at the time had just bought me a cell phone because he was tired of having to communicate with me through my boyfriend Matt, my drummer. He was like, “You’re my client. I don’t need a velvet rope between me and you. I need you to pick up when I call.” So “That Phone” was a protest to my manager and I couched it as a relationship song, sort of like Sara Bareilles singing, “I’m not gonna write you a love song” to her record label. Breakup songs are better than just angry letters to the editor or comment-box notes telling your manager: “This is what you could do better.”

“That Phone” is also a protest song against technology, specifically cell phones and emails and being accessible to people at all times. I’m not a fucking maple tree that you can tap and get syrup out of me anytime you want. I will meet you in person at a place and time when we both can agree that it would be nice to see each other and have words.

Keltner again used that percussion tree and I specifically asked him if he could make it sound like he was banging on one of those old wall-mounted phones that had a real bell in it. I have these childhood flashbacks in which I hear my mom being on our wall-mounted phone, checking in with people. I’ll never forget how attached my mom was to this ugly phone that was a slightly yellowed beige color. It was like a ball and chain that kept her anchored at the kitchen sink doing dishes when she could have been out in the garden living her life.

While I was telling T Bone about this, he was walking around the studio grabbing different instruments. He was motioning to Mark Ribot and showing him this other guitar that kind of looked more like a banjo. Meanwhile, Keefus was trying to figure out, “What kind of dial tone sounds do I have on the synthesizer?” So T Bone was conducting the pre orchestration of the song while I was still talking. He said, “Keep describing, keep describing” and I’ll never forget the flurry of excitement in building the universe that the song was going to exist in.

Money

That was another co-write with David Poe and I didn’t totally relate to it at first because I had this romantic vision of being broke. But in Vermont, I think that meant something very different than being in a city where it’s breakneck speeds and breakneck expectations. So sitting with him and talking through his perspective on earnings sort of sobered me to the reality of being the starving artist and the idea that maybe you don’t actually need to be starving to make great art.

You could be living on a farm in Vermont and have all the lettuce and tomatoes you need. But in his calibration, I think there was a real focus on the fact that living with nothing in a place where you absolutely have to make rent, and you have to have cash in your pocket in order to go to the store and buy food, was very different. It just all kind of settled in for me. So we couched it as the idea of a love song almost to yourself about what’s up with this whole money thing.

“Money” was an opportunity for me to plunge into the depths of what it’s like to be in a flat in New York with four roommates and still not be able to make rent— to disassociate from my own romantic schemes and really enter into this place of saying, “Oh, man, that’s brutal.” I’ve never lived in New York, probably for that reason. [Laughs.]

Colors

“Colors” is about breaking down the barrier between the way that I live, the way that I think and the way that I feel. I live in a world where clocks and schedules really bother me. The way that we as humans choose to keep time feels very non-linear. There’s always this push and pull with me.

So I wanted to write a song where I describe what it feels like to be in my body experiencing the world through the pure observation of others and from a place of hope. I love observing the world, as much as I love participating in it.

When I was a kid, I was nonverbal until I was about 4. I would sit in the corner, suck my thumb and kind of stare at everybody. My mom called me Gertrude Stein. It seemed as though I was taking the world in and maybe judging it a bit. I wasn’t actually judging, though. To this day, there’s a lot of curiosity and openness that the chorus invites in.

Low Road

Everything I describe in the song really did happen. I remember we were at SXSW staying in the big circular Holiday Inn that’s trying to look like the Capitol Records building, and my boyfriend and I had a terrible fight. He stormed out and went to go meet up with some girl. I was like, “Woah, I’m not sure what this means.” My career and my relationship were all wrapped up together in what seemed to be a pretty present with a bow on top, but what was inside the box was starting to scare me.

So I went on a bit of an Austin walkabout at two in the morning through the park downtown. There were a lot of unhoused people living down there, and as I was sitting on the curb, this older man came up to me wearing a nun’s habit. I had taken a Tylenol PM and I was sort of a blubbering mess. I hadn’t really intended to stay out as long as I had.

He asked me what my name was and when I told him, he started singing “Amazing Grace.” I explained what I was going through with my boyfriend and he was like, “Oh, I’ve been there.” Then after I told him I was from Vermont, he started talking about Maria von Trapp and how you’ve got to climb every mountain.

Once the man in the habit started singing Rodgers and Hammerstein to me, I was pretty sure he wasn’t actually a preacher, but it felt like a really important moment in my life. It was a moment where I was utterly aware of the choices that I was making and that I was not always going to be moving in a group. I’m not always beholden to my bandmates’ happiness and validation, and it was important for me to validate myself first and foremost. It realized that it’s OK if it starts off bad and bumpy and very low down—there’s always somewhere to climb upward when you’re all the way at the bottom.

Medicine

This was the very first song I wrote for the T Bone record, and I wrote it in the bathtub. It was one of those things where I had a panic writing session where I didn’t expect it to all come to me at once, but T Bone had been telling me: “When you’re writing and as you’re envisioning what songs you want to bring to the table for this record, I want you to think about your dreams. I want you to think about the last thing you remember from a dream. It’s a good exercise. It doesn’t mean it’s going to be the song, but a lot of times, when you take one little tiny memory from a dream, your subconscious will fill in the rest and it’s a very cool way to enter into a songwriting state.”

There were a lot of things about making the song “Medicine” come alive where it felt like it didn’t matter how it got recorded because the song was the song. It’s proven to mean a lot more to me now because I didn’t realize how prophetic it was and, ultimately, that this medicine woman would follow me through my whole life. There are these dualities within me in my songwriting—and in the way that I channel my gift artistically—that continue to produce a pattern of me undercutting myself or causing some kind of a barrier or obstacle in my own life in order to create the friction required to make life and music come alive.

I like going against the grain of myself, although I didn’t know that then. I had no idea that was my process. But “Medicine” is a song that clearly illustrates there is this duality within me. One version of me is this traveling vagabond gypsy that has absolutely no regard for what’s going on in other people’s lives, or where they’re at, and sort of comes and goes with the tide. Then there’s this other part of me that is very steadfast, honest and humble, and is almost observing the car crash from a helpless position and needs to take back her power.

That comes up a huge amount in [2023’s] Mother Road. In all of my films that I’ve written, there’s always that sort of adversarial subconscious and it’s 100% in this song. T Bone knew what he was talking about. The exercise worked.

Make You Cry

Similar to “Low Road,” it was written in that window of time when I was writing songs with the hopes that the T Bone record was going to happen. I had been listening to Ann Peebles and a lot of Willie Mitchell magic from that era, and there was just this feeling where I wanted an uptempo song with a completely benevolent force behind it in a breakup song. I needed it to be the ultimate bitch-slap song and have that little bit of a nursery rhyme quality to it.

I’d never done that. The nursery rhyme, repetitive choruses and the “Ooh La Las”— all that stuff hadn’t happened yet. So this was one of those first exercises in how to find and encapsulate what I love about everything from doo wop all the way through the ‘70s and the early ‘80s when it comes to saying what you mean and having a very strong, profound message, but packaging it into something that feels light and almost bubble gummy. Then of course, that got completely broken down by T Bone in the arrangement, which I love.

Oasis

I wish I had been there for the horns, but the band had sort of reformed with Cat Popper and Benny Yurco and we had something big coming up. So I was there for 11 or 12 days of tracking and then T Bone did the horns by himself. I was completely blown away when I finally got to hear the horns because it was what he was hearing the whole time. It was the invisible band member in the room.

He knew that I was a huge fan of Nelson Riddle, John Barry, Les Baxter, Ennio Morricone and Esquivel. I think when he was hearing all these references coming out of this 20-something-year-old kid talking about Jack Nitzsche and the John Schroeder Orchestra, he really took it to heart that this was an opportunity for a young artist to convey with conviction songs that feel very personal but don’t have to make any excuses. They can be as big and as swagger-y as any well weathered artist who’s paid their dues because he could tell, as he got to know me, that I had paid my dues. So I think he pulled no punches when it came to the arrangement of the horns. During the tracking, he just became more and more confident that he could be unapologetically heavy-handed with the horns because my voice could carry it.

“Oasis” was the very first song I wrote with Batson earlier that winter. It started with this reggaeton beat, and it was such an empowering experience to wander into a different genre and unabashedly approach it with the heart and the feel that truly felt as genuine to me as anything.

I think that because the content of the song was so specific to the genre of reggaeton, it was another opportunity for T Bone to turn it inside out and explore the lyrics of the song, as opposed to a faithful rendition of the demo that Batson and I had put together.

Paris

This one was already in the hopper before I met with T Bone. I had already recorded that song a couple of times in different versions with other producers to no avail. I imagined that it would come out of the speakers and explode with an undeniable effortless sexuality and ferocity that I hadn’t heard on the radio in a long time. A lot of the A&R team was pushing for that kind of thing, and T Bone was like, “Let’s not though. Let’s make the whole thing in French instead.” I was like, “I don’t know, man, I don’t know…” [Laughs.]

But we ended up bringing in a woman who spoke fluent, gorgeous French and had her translate the whole song. There were a bunch of different variations and, ultimately, we decided to go back to English for parts of it but have a French phrase in the chorus that means, “You make me want to lean against the wall until the curtains get ripped off the wall.”

T Bone recognized that I am not the kind of artist who should be chasing radio sounds or radio singles, and he was defiantly committed to subverting that idea as much as possible. We fussed with that song a lot because I was resistant to the idea that the song wasn’t going to be the thing I just knew it would be. I felt that I had a responsibility to bring this song into the world and serve it up on the nastiest, shiniest fucking Las Vegas trash platter.

So it’s definitely a patchwork quilt of intentions. That’s what I hear when I hear that song. There’s a rough and tough attitude to it. It has what I would refer to as serious drums, and it’s a combination of a French art film and the movie Die Hard all put together into one song.

It was no point of contention between T Bone and myself necessarily, but I had less ability to be open and curious about it than I wish I had. If T Bone had been allowed to run free like a golden retriever in the field with this song, it would be in French and it would be even slower. [Laughs.]

To Shore

The formative years of my life weren’t glowy and perfect. We didn’t live in poverty, but my family did have to leave our house in Vermont in the winters and rent it out to ski people with money and go live with my grandparents in New Mexico for years on end. So I knew what it meant to have to pick up and leave something behind that you don’t want to leave behind and to feel destabilized by it.

I remember my childhood and the safety and the precocious perspective that I was given by a family of people who were determined to make a gypsy adventure out of something that otherwise was just really an uncomfortable situation financially and emotionally. So that’s what that song really is—it’s a movie of what happens when all is lost and how do we turn to the people we love.

We need to be reminded that we can trust them and also that they are not us. Each person is responsible for the choices they make—for the drinks that they drink, for the smokes that they smoke, for the gas that they put in their engine. Each of us will ultimately pivot in the direction that guides us to what we think will save us. And it’s not always the same direction.

So the idea in the chorus for me is, “Look, we will be separated in this disaster, but your heart will keep you afloat. If you just find the shore and keep your eye on the horizon, there is something better waiting there.” It’s very much the echoes of the American Dream sort of hiding in the shadows under the boat.

Goodbye Kiss

I wrote this when I was back in Vermont, thinking about my dreams. The lyric about the fire escape started it (“My heart is burning this time/ And there ain’t no fire escape”). You’re watching something falling apart right in front of you, which was real. That was what was going on with my band.

I think if there was one thing that song represented for me at the time, it was that I needed to accept that everybody has their own goals. Even when it seems like we’re all pulling for the same thing, it doesn’t necessarily mean that we have the same inclination to make it work. For me, that song was sort of a message to my bandmates that this wasn’t working. The whole thing was feeling really unstable.

The horns contributed a beautiful essence. But for me, it was actually Mark Ribot’s guitar that brought out some of the mournful call-and-response characteristics, along with Keltner’s insane drum fills. There’s this zany circus right under my petticoat—a parade of ridiculousness—even while I’m going through something really difficult and painful.