This piece on Grace Potter and the Nocturnals originally appeared in a special digital editon of Relix in October 2007_

If the recording process seems glamorous to outsiders, any seasoned musician will tell you that for each moment of bottled magic, a relative eternity of boredom must be endured redoing guitar solos, tweaking percussion tracks, overdubbing vocals or just sitting there, doing nothing. There’s a lot of that. It’s a lesson Grace Potter and The Nocturnals are learning over and over again here in this lavish Burbank recording studio, where months ago they began cutting tracks for their major-label debut.

That monotony considered, when you’re hunkering down in a studio making a play at the big time – or at least the bigger time, as Potter and the band are doing – you learn to savor the little things, like the arrival of lunch. And on this drizzly day in January 2007, all of those present (band, producer, engineers, yours truly) have been blessed with grub from local institution Chili John’s, whose spicy beef bowl could be the best in Southern California. And from the looks of it, Chili John’s has triggered at least a glimmer of inspiration in the couch-laden kitchenette outside of the control room.

As she and guitarist Scott Tournet breakdown how the band has evolved over the past few months, Potter’s eyes light up and she blurts out, "We’re like that girl in seventh grade who leaves for the summer and comes back and she’s like, hot. She grew boobs, got contact lenses and got her braces off.

“We’ve been challenging ourselves,” the grinning Potter continues, proud of her metaphor, and palming her bowl of chili. “We don’t want to box ourselves in.”

Since forming five years ago at a tiny liberal-arts college in upstate New York, near the Canadian border, the band that began life as Nocturnal Grace has honed a convincing amalgam of some of its favorite records and artists – The Band, Little Feat, The Layla Sessions – a vintage, ‘70s-rooted blend of rock and soul that has earned it, and especially the young, big-voiced Potter, a reputation as one of America’s best underground talents.

The elixir has proven so potent and the buzz on the band for its fiery live shows eventually grew so strong that music-biz heavyweights like Virgin/EMI chief Jason Flom and U2/Peter Gabriel producer/Sony talent scout Steve Lillywhite recently came knocking. Even in these days of chew-‘em-up-and-spit-‘em-out, bottom-line thinking at major labels – where artist development is a concept remembered only by dropped bands and former execs – they saw in Potter the rare combination of cool and crossover potential (i.e. she’s hot, talented and good).

After lunch, she slips into the vocal booth and flashes both that potential and an example of the band’s creative urges of late, while delivering what will be the final vocal on “Apologies,” a sweeping, piano-driven breakup song with the goods to slingshot the band into the mainstream.

If the 23-year-old Potter has drawn praise for a voice that sounds older than hers should, and for words more experienced than hers could possibly be – for climbing into the mind of an older woman – when she sings over the mournful strains of “Apologies” it’s almost as if we’re hearing the real Potter for the first time. She’s young and vulnerable in her words, but strong in voice: “My love is like a blanket/Gets a little too warm sometimes/I wanna wrap somebody in it/Who can hold me in his arms/’Cause when it got a little too hot in there/He was always stepping out for air/And he froze.”

Over the muffled whirl of her B-3 and the tempered playing from the normally raucous band – Tournet, drummer Matt Burr and bassist Bryan Dondero – Potter shakes off the post-heartbreak blues and in a self-empowering, lung-emptying chorus demands that an early love make things right before taking a hike: “It’s too late for a soliloquy/Way too late for dignity/It’s time… for apologies.”

Her performance is so grand, that it’s obvious that here in the shadow of Hollywood, Potter and The Nocturnals are quietly putting an end to the band’s life as a scrappy, fledgling outfit that could excitedly barrel off the tracks live. Well, they’re still that, but they’re something else, too. There’s an excitement in the air. And you can feel it.

From the start, the band has been fiercely independent and stubborn, weary of taking its next step too soon and intent on doing things on its own terms. In contrast to most hungry, young bands, it kept A&R men at bay for months before eventually signing with the Disney-backed Hollywood Records. When meeting Lilywhite in Boston, the ballsy Potter even poured on the attitude; if fans and industry types alike hold him in high regard, she told him flat-out, “I have nothing to prove to you.” He disagreed of course, and when he mentioned that he thought the band was better than its performance that night, Potter’s blood boiled, even if she knew the show was a dud. In lieu of telling him to “fuck off,” she at one point called the British producer “Simon Cowell” to his face, the memory of which sends her and Burr into fits of laughter.

“It was some of the first criticism I’ve ever had thrown in my face, and I had an answer for everything at that point – and I still do; I don’t think anything has changed,” she says, matter-of-factly. “If someone tells me they hated the show, I’m like, ‘Well, fuck you!’”

When Hollywood chief Bob Cavallo showed up to an East Coast North Mississippi Allstars gig, where Potter and The Nocturnals were supporting, he was nearly blown off, too. “She was completely unimpressed and uninterested,” he remembers with a chuckle. “I met her in the lobby after their set, and said, ‘I’ve got a limo outside and I’d like to take you and your band for sushi.’ She said, ‘Nah. The Allstars want me to sit in with them and I’d rather do that. We’re not that interested anyway.’ So I finally said, ‘Look, I flew across the country’ – which was a slight exaggeration – and then told her every artist I ever managed: Lovin’ Spoonful, Weather Report, Earth Wind & Fire, Little Feat, Green Day, Prince, for ten years. I gave this whole list, and when I stopped talking she looked at me and said, ‘You managed Little Feat? Wait until Scott hears that!’”
By promising the band artistic freedom and by turning it into a pet project of sorts, Cavallo persuaded Potter and The Nocturnals to pick his company, whose deep pockets are paying for the perfection it’s chasing here at this secluded, shady hub, where Alicia Keys and The Scorpions have come and gone since the sessions began. The band members entered this world with trepidation, too – the last time they recorded, they cut the previous Nothing but the Water, a collection of songs they cut live in a barn over just a matter of days.

When they began the sessions for this album last fall, putting their faith in the hands of producer and ex-Whiskeytown multi-instrumentalist Mike Daly and top-shelf engineers like Joe Chiccarelli, they began work with a mind toward cutting a classic record. And they agreed to make it the old-fashioned way: capturing it on tape and piecing it together one small, painstaking step at a time. After months of this, one gets the feeling that it’s just about killed them. From the general malaise wafting through the studio, and the passionless way in which they describe making the record, it seems like the band members aren’t entirely sure that they made the right decision. If there was magic in the air when the work began, they seem unsure that it’s still here, or if it will translate.

Over the next few months, those questions answer themselves as the band begins to preview the fruit of their labor, the just-finished This is Somewhere. And they’ll hit a particular high point while playing the songs for a group of fans and tastemakers over two shows in New York in May. There, they blend stomping paint-peelers like “Stop the Bus” and “Ah Mary” with free-wheeling midtempo romps like “Mr. Columbus,” and maybe the album’s best track, a gospel number called “Big White Gate,” in which Potter portrays a dying woman who’s failed at parenting, romance, everything but singing: “Saint Peter, won’t you open up the big white gate/‘Cause I heard about forgiveness and I hope it ain’t too late.”

Easily mistaken for a cover – or even a traditional – for its familiarity, it offers another example of how Potter can play tricks with the listener and a peak at the breadth of her talents. During the encore at both shows, she does the same with an entirely different type of song, using the end of the show to show off a song so new that it didn’t make the initial pressing of the record, the glammy, sexy “If I Was From Paris,” for which she straps on a Flying V guitar en route to shooting her sex appeal through the roof. Against Tournet’s heavy riffing, she howls the verses and ooo-la-las in the chorus, leaving the crowd each night fully rocked and kind of stunned. The assembled tastemakers are left wanting more, and the men among them just want her.

“I think we’ve always been snobs about old-school music, now it’s the melding of two worlds, straddling the fence between the future and the past,” Tournet says later. I’m probably the biggest pain in the ass, as far as changing, but Grace is an amazing sponge."
“Yeah,” she says, “The songs change when I hear stuff that I like that doesn’t sound like The Band. And from a lyrical standpoint, it was also really was important for me to write some songs that were going to resonate and weren’t just like a ballad of a woman getting beat up by a drunk guy. It’s great to have those songs in your repertoire, but I wanted some more personal stuff, so I got more serious. I think this album is a big step. If we had made it six months earlier, we would have made a totally different record. We launched pretty far forward in terms of what we were comfortable doing with this record.”

From the other side of the glass watching her nail “Apologies” or catching her crank out rough-and-tumble barnstormers from the audience, it’s easy to forget that Potter’s only 23 years old. But even if she has a tendency to transcend her age, regaling each of the label execs and all of the frat boys at her gigs in the process, Potter is every bit the 23-year-old.

A loud-talking and sometimes obnoxious free spirit, she can cuss like a sailor and her eyes swell like a child’s and her voice fills with enthusiasm when she tells stories. More tomboy than hippie chick, she talks – and acts – like one of the guys. If sexy, confident, and, well, graceful behind the microphone, she can on occasion seem more like a good ole boy at a kegger away from it. She won’t hesitate in mixed company to express just how badly she needs to have a bowel movement. Or she’ll belch – loudly – those older-brother-style belches that sound like a semi truck rolling over a toad mid-croak.

Onstage, that side of her personality has made for some brow-raising moments, like the night she complained about a nasty case of camel toe, or when she even embarrassed herself: “I burped into the mic once, and my mom was at the show and she flipped out.” And she admits to getting off on confusing the audience: “Something’s gotta change every night.”

That contrast between soul-rock siren and uninhibited tomboy is a big part of Potter’s charm. But it’s sometimes unclear how much of that is Grace just being Grace and how much, if any, is calculated. There’s a sense that that side of Potter is sort of a defense mechanism, with which she tries to blend in with Tournet, Burr and Dondero. She’s so often surrounded by men that it sometimes seems like she’s trying to diffuse her sex appeal.

“I think that Grace enjoys the fact that it doesn’t all sum up sometimes,” says producer Mike Daly, “the fact that she can sit there and sing ‘Apologies’ and then fart. I think she likes throwing people off a little bit with those inconsistencies.”

That’s not to say she doesn’t know when to step it up professionally. She’s acutely aware of the cause-and-effect of her actions, and of her sexuality. At the second of those two New York shows, the band played a gig exclusively for tastemakers at the sometimes stuffy Joe’s Pub, where Cavallo warned her that the audience would be much more fickle than those gathered the night before at The Mercury Lounge. Taking the stage in a jaw-dropping tube dress and knee-high come-hither boots, she opened with the band’s epic a capella “Nothing but the Water,” and closed again with “If I Was From Paris,” owning the audience from open to close.

Admittedly, Potter will tell you that she has in one way or another groomed herself for this life since she was a child dancing around her hippie parents’ living room in Waitsfield, Vermont. Her environment only encouraged such creative expression: She grew up amid a cluster of buildings that her parents built on acid in the 1970s. "It was all Alice in Wonderland and Lord of the Rings, " she says. “It looks like Rivendale from Lord of the Rings, but not really well-built – because they were on acid. It’s like a big, coffee-flavored wedding cake.”

Ironically, she would sing along to the “the cheesiest of cheesy Disney songs” as a kid: “I was always, like, ‘I’m way better than them. If they had a competition, I would win.’ I was always like this little attitude of a kid.”

Embracing a 360-degree approach, she delved into theater in school and would design a set, then act, sing and dance in the same production. And she is very much that girl in the metaphor she used earlier to describe the band’s evolution: “That was me. I had serious, mega-ugly duckling moments in my life. I was never popular. My sister was always the hot one with all the cool friends. I was always the smarmy, braces-wearing little kid that liked to do gymnastics in front of her friends to impress ‘em.”

At 16, she wrote a song and performed it in front of the 750 kids in her high school, where she also performed in the school’s production of Cabaret and sang in music competitions. After graduation, she began honing a “folky, angelic” style born out of her love for the likes of Cat Stevens and Joni Mitchell. It was a sound that would coalesce at St. Lawrence University, where she began playing open-mic events originally with Burr and Corey Beard, a bassist friend from high school.

Three months after the Joe’s Pub show, the band members are back in Manhattan for a gig with Gov’t Mule. Backstage at the Summerstage facility in Central Park, they’re crammed into a paneling-coated dressing room smiling as friend, one-time bandmate and tour manager Jen Crowell roasts Potter.

“The first time Scott and I met her, she came into this video store where we were working [near St. Lawrence, in upstate New York] wearing a turban and screaming, ‘Who owns these cars? Who owns these cars!’” Crowell says, doubling over the entire band in laughter.
“Okay!” Potter says, grinning with embarrassment. “Can I just say something? When I pulled up, the only cars in the parking lot were these three red cards with Vermont plates. There was this Volvo with a million hippie-ass bumper stickers with things like ‘Hangover From High School’ and ‘Bare Feet Not Arms’ written on them” – Crowell starts to blush – “and a red Ford truck with a cap on it. So, I’m like” – taking on her best British schoolmaster voice – “‘Hmm, three red cars from Vermont in a row,’ and walked in…”
“But you were like screaming! ‘Who owns these cars!’” laughs Crowell.

Tournet, meanwhile, is trying to change the subject: “Shhhh!,” he whispers, embarrassed of his Clerks past. “You’re not supposed to tell the enemy this.”

But Potter’s not letting up: “He had this signature facial hair,” she says, earning her own round of laughs, “the biggest, blackest, thickest soulpatch you ever saw, a big French nose and perfectly pronounced chin. And he always wore a black beret! He was just this walking piece of France!”

At 31, Tournet is the eldest member of the group, and the most senior musician. Behind Potter’s, his is the strongest personality in the band, and he isn’t afraid to voice his opinions on the band’s creative and/or business decisions. “He’d sooner be honest than cordial,” says Dondero. “He has that intensity which I think comes through in his playing, too. He has kind of a no-bullshit attitude, which, to me, is very rock and roll.”

Eight years Tournet’s junior, and fairly new to the guitar, Potter looks to him for support, which he gives without being asked for it. It was through Tournet that the band was introduced to Dondero. Quiet and stoic, the 29-year-old Dondero fulfills just about every rock-bassist cliché. He’s affable and book-smart, and probably the least likely to rock the boat. “Bryan is like the pragmatist,” says Daly. “He keeps the peace and never really has another agenda. I think he’s a little bit more like, ‘I like this, and I don’t like that,’ for no other reason than because he likes it.”

But that doesn’t mean he’ll just roll over, notes Potter: “About three years ago, we were in Florida, opening for Robert Cray, and I was writing the set list, and I was like, ‘Let’s do that song we did at soundcheck, and Bryan was like, ‘Grace, this is absolutely ridiculous,’ and got really fucking angry,” she says, as the band, Dondero, included, begins to grin. “It was like our second huge gig, playing in front of 1,000 people,” he says, in defense.

“Right. And I’m like wanting to just fuck it up and open with a song that we’ve never played,” she says, laughing. “We ended up doing the song and fuckin’ nailed it. But we’ve all played the bad guy and the good guy. I’m drama queen number one, he’s drama king number two” – she says, pointing at Tournet, who nods in approval – “and these guys are tied at three.”

What could be argued as one of Potter’s great strengths and weaknesses is the democratic way in which she leads the band. She only takes publicity photos surrounded by the other band members, and all four get equal say in creative and business decisions.

Ultimately, and somewhat ironically, that meant that there was a lot of unhappiness in the studio during the making of This is Somewhere : “Nobody was sitting there in their corner not getting their way,” she says, “it was just that everyone wasn’t quite getting their way. And you can hear that, and it’s not necessarily a bad thing.”

That said, Daly says he watched her grow into a band leader during the making of the record. “She’s really good at being the benevolent dictator. She wants to keep the peace, she wants everybody to feel included, she wants it to be and feel like a band, but she is the leader of the band, and it is her band. Ya know, somebody has to make the final decision, and it falls on her shoulders, and I think she’s really good at making people feel involved.”
It’s takes some nudging to get Potter to open up about Burr, because they both are trying to avoid letting the world know that they’re a couple – mostly for silly image reasons: “Come on, we’re supposed to be like Fleetwood Mac,” Burr says as Potter starts to spill the beans on how they met. “You gotta keep the mystery alive if you still want to screw Robert Plant, and find out if he stuffs his pants.”

But to hear Potter tell it, she sounds as if she wants to scream from a mountain top how much she loves the 27-year-old, New York-born drummer. “The first time I met him, I had only been at St. Lawrence for like three days. I was this nervous college girl trying to get my papers together and figure out what classes to take, and wandering around the hallways, when here comes this bounding, handsome, long-haired guy with a briefcase – so I assumed he was a professor. He had on this suit jacket with corduroy elbows, tight-fitting jeans, and I just thought he was hot. The second I saw him, I was like, ‘Uh-oh, here comes trouble.”

Burr starts to blush, and taps his drumsticks nervously on a practice pad. “I was like, ‘This is exactly the kind of guy that I would totally hook up with right away.’ So I avoided him like the plague,” she continues. "I literally turned the opposite direction and dated a completely different kind of guy because I knew he was the kind of guy that I would totally fall in love with and marry, and that’s not what I was looking for – I was in college. I didn’t want to get married.

“Then he started coming to my [solo, open-mic] shows, and he was always kind of by himself, and very much his own party. He would sit there leaning against the wall, enjoying himself, always smiling like he had something to laugh about, like he just had told his friend a joke and was laughing. And I still thought he was a teacher/professor guy, I didn’t really know whether he was a student or not. It was like two months of me playing, and him coming but never really talking to me. So when he did finally approach me, it was kind of like when you’re a girl at a bar and you see the guy looking at you the whole time, and then finally he gets the nerve to talk to you, and then everything goes wrong.”

Explains Burr: “I remember her playing [an early version] of ‘Apologies’ at The Java Barn [where the band would form]. The whole room was dead quiet, and there were like 15-20 people there. I was in the back, and it really hit me. So I went up to her afterwards and asked if she would be interested in forming a group. She was very standoffish and was, like, ‘I dunno. I’m kind of into doing this solo thing.’”

“I just said like the most rude, off-putting thing,” laughs Potter. “I was trying to protect myself from the man of my dreams!” Potter roars, drawing “awwwwws” all around. “And that’s off the record,” she grins. “No, but I knew from the second I saw him that we would play music together and be hanging out, doing artistic stuff together,” she adds, looking over at the blushing drummer.
“It was just one of those things, I dunno. I was playing games. The first time in my life, I played a game and it worked!” With that, she leans over, gently lifts Burr’s chin and plants her lips on his.

With Burr on drums and Beard on bass, Potter began exploring polite female singer/songwriter fare, playing piano and mixing originals with Van Morrison and Dylan covers. While playing piano in another band, User Shorty Patent Co., Burr and company bought her a B-3 for her birthday, and it essentially changed her life, becoming the perfect compliment to the bluesy voice she was honing. When Tournet joined, everything got louder and Potter’s soul-rock pipes quickly began to congeal.

“Right off the bat,” says Burr, “people seemed really touched. Originally, we were doing this way quieter show, doing blues and folk, softer stuff. And even if it was just one person in the audience at a gig, that one person was like, ‘Wow, that was incredible.’ So we knew there was something there.”

Dubbing themselves Nocturnal Grace, for its habit of practicing into the early morning hours at The Java Barn (and later taking on the owl as its mascot), the band set off on regional tours during breaks from school, and gigs throughout the Northeast on the weekends. Together, they backed Potter on her first recording, Original Soul, released in 2004 under her name only. The next year, Beard exited to finish his studies, and Dondero joined just before the recording of the self-financed Nothing But the Water, what is in essence the full band’s debut. While playing the disc live, they earned accolades from the likes of such heroes as Taj Mahal and Bonnie Raitt for sweaty, emotional shows full of crunch and soul. And things began to snowball on tour with the likes of the Allstars and Cray, and at such festivals as All Good and Bonnaroo.

“They reminded me of an era that I loved,” says Cavallo, “everything from The Band, Janis Joplin, Bonnie Raitt. But mostly it’s the attitude, the quality of her lyric-writing, her vision. It all sounds like the past.”

After reading several positive reviews, Paul Barrere of Little Feat finally made it a point to check out the band at last year’s Wakarusa Festival. “I was blown away,” he says. “First of all, she’s just absolutely gorgeous, but she’s got all this soul, and she’s playing this B-3 and just rippin’ it, and the band is solid, the grooves they were putting down were solid. It’s the kind of music that I like to emulate with Little Feat, ‘cause you can’t sit still with it – you want to get up and move.”

That said, if the band members themselves fancy their music as more of a marriage of the new and old, in terms of their approach to playing the music and where they want to take it, they’re definite throwbacks, or at least idealists: “In a way,” says Dondero, “we want to bring music back to that cool place where it’s almost simpler, where you have a kick-ass band that plays amazing shows and gets played on the radio. All that stuff’s got so skewed in recent years, and I don’t know why. It’s like this big business thing came in and just kind of changed the rules of the game. I think we would love to see it get back to the place where all these great musicians and bands were being heard on the radio and playing concerts and making music became easy and fun again.”