As Grace Potter & The Nocturnals’ Grand Point North festival kicks off today in Burlington, here’s our December 2013 cover story on the group, which focuses in part on last year’s installment of the fest.

Grace Potter is speechless.

The otherwise open and gregarious musician fumbles for words as she watches what unfolds on a television monitor. Grace is seated in a luxury suite high above mid-field at Foxboro, Mass.’s Gillette Stadium shortly after completing a raucous 35-minute set with her group, The Nocturnals. Dusk approaches on the final date of the Brothers of The Sun Tour featuring Kenny Chesney and Tim McGraw, which has filled 22 stadiums to become the highest-grossing tour of the summer – culminating with this late August sold-out, two-night stand in the home of the New England Patriots.

At this moment, Grace is less interested in the business of music, which she professes only moderate knowledge of, than the attire of musicians. Tim McGraw has taken the stage wearing a Grace Potter & The Nocturnals tour T-shirt. Of course, being Tim McGraw, he has tailored it to suit his manliness and musculature by cutting a slight V-neck. Still, the country superstar who more commonly opts for a crisp, unadorned tee, has the cover art from the latest Grace Potter & The Nocturnals album, The Lion The Beast The Beat, stretched taut across his chest, championing a group that McGraw has yet to communicate with since the tour kicked off the previous month.

Mouth agape, Grace, who will find herself back on that same stage 90 minutes later to join Chesney for two songs, searches for her phone before snapping a blurred photo of the TV screen in the upper corner of the suite. She takes another, then pauses to review them and ensure that she has properly captured the moment.

“Of all the people in the world who would wear our T-shirt onstage, he’s the last person I would expect to do that,” she explains in wonderment, her eyes still trained on the singer as McGraw opens with “Felt Good on My Lips,” one of the 24 songs that he has taken to the top of the country singles chart.

Except, as it turns out, Tim McGraw is indeed a Nocturnals enthusiast. As Potter later discovers when she approaches him after the show (the incident provides the ideal ice-breaker), he works out to her group’s music and his kids are fans as well. It is such broad-based interest and appeal that landed Grace Potter & The Nocturnals on the Brothers of The Sun Tour in the first place (that and a benefactor named Kenny Chesney). Yet, in certain respects it also reflects what Nocturnals guitarist Scott Tournet characterizes as “our Achilles heel and our strongest feature: We’re kind of malleable.”

While Grace Potter is the leader of the group, drummer Matt Burr can be described as its founder. Six weeks after the stadium tour, the pair shared a poignant moment during the Love for Levon benefit, which took place at the Izod Center in East Rutherford, N.J., and was designed to help Levon Helm’s family maintain control of the late musician’s barn and recording studio. There, Potter, Burr and bassist Don Was collaborated on a spare, spiritual reading of Bob Dylan’s “I Shall Be Released.” After singing her final note, Potter dropped her head to her chest, overcome with emotion before gathering herself to receive a thunderous response.

Rick Krim, Executive Vice President of VH1 later recalls, “At first, the people sitting around me were asking, ‘Who is that?’ But afterward, she got a standing O from everybody. It was one of the three or four best performances of the night.”

It was also a deeply significant one for Potter and Burr. Shortly before beginning the song, Potter proclaimed, “This is one of the great pleasures of my life,” a nod to Neil Young’s comments when he joined Helm and The Band onstage at their 1976 farewell concert – filmed by Martin Scorsese and released two years later as The Last Waltz. After her own words, Grace shot a quick smile over at Matt, acknowledging that if it wasn’t for The Last Waltz, they might not have been there at all.

Ten years earlier, while students at St. Lawrence University in Upstate New York, Matt – then a senior and the member of a couple campus bands – first saw freshman Grace performing solo on electric piano in the school coffeehouse.

“You could hear a needle drop in the place, I’ll never forget it,” he says. “She was doing Joni Mitchell and Neil Young covers. I was mesmerized because her stage presence, her voice and her whole demeanor was mind-blowing. Then, when she played ‘Apologies,’ the roof exploded.” [The song would later appear on The Nocturnals’ 2007 album, This Is Somewhere. I kept begging her to start a band and she said, ‘No, I’m solo. I’m solo.’”

Grace explains, “So much of my early days were about finding my own voice and writing my own songs and getting my head around what kind of musician I wanted to be. I was really enjoying being a singer/songwriter all by myself. Coming from Vermont, I thought there were only two ways to go: Phish or Joni Mitchell. I was a huge Phish fan – I’d been to so many concerts, I couldn’t fathom being that, so I felt like I had to choose the other way. Plus, I was completely broke and I couldn’t bear the thought of having to share the tip jar with anybody.”

But Matt had another arrow in his quiver. An avid concertgoer since high school, the self-described former “mental drummer” had finally taken up the instrument just three years earlier in large part through the inspiration of Helm: “The joy that he threw out there was what made me seriously want to pursue music. When you’re onstage, it should be the holiest moment of your day.”

While Grace was familiar with The Band, she had not seen the film, and Matt invited her to his apartment for a screening. After rebuffing him a few times, Grace finally relented. Straight away, “she got the same buzz I had and it’s not a buzz that lasts a week or a month – it’s a buzz that lasts your life. The Last Waltz is that powerful and it’s become our holy grail for inspiration.”

“It was a really special thing,” she adds. “The opening scene is the last song of the actual performance but Scorsese chose to put it first. So my first impression was Levon singing ‘Don’t Do It,’ and I was right there snapping my fingers. It was the beginning of the end of the beginning of the end.”

Their new band debuted weeks later and they also began a romantic pairing, which flourishes to the present day.

The duo enlisted bassist Courtright “Coco” Beard, a recent St. Lawrence transfer who had grown up with Grace, and soon drew in Scott Tournet, a guitarist who had appeared on bass with Burr in Soul Patch, their “hip-hop funk rock band.”

The quartet’s eventual name was a reflection of their status within the St. Lawrence pecking order. “There were a lot of bands way cooler than us and there was only one place to rehearse,” Grace remembers with a laugh. “We tried to get slotted in for rehearsals after class or at 9:00 p.m., but the cooler bands on campus had it completely booked up. So our rehearsals would start at 2:30 or 3:00 in the morning, and then, we’d play until sunrise and go to class. We were really night owls. It became a thing where we would wake up at total different hours of the day because we had a rehearsal to get to. Originally, we were called Nocturnal Grace we but we had to change it because there was some Christian band in North Dakota who had that already.”

In 2004, the quartet entered the studio to record Original Soul, which is credited solely to Grace Potter, who performs on piano and Rhodes. While the vocals are warm and the lyrics are playful, Grace’s singing is subdued and some of the arrangements have a cocktail-jazz feel reminiscent of Norah Jones – who won five Grammys the previous year for her debut Come Away With Me. Still, it is a perfectly pleasing Sunday-brunch album that merits a re-release.

“That record was a combination of my singer/ songwriter Joni Mitchell approach and what was just becoming some of those new influences like Talking Heads, Stevie Wonder, Little Feat, The Band and Lucinda Williams,” she says. “You can hear a lot of those moments on the record, but they’re timidly hat-tipped rather than brazenly paved over. I was still finding my footing in where I wanted to go and how committed I was to the band instead of staying solo. My thinking was, ‘I’ll just use these guys as my backing band and we’ll see where it’s going to go.’ Within a year of recording that album and touring on it, I knew the band was the band.”

And they are a band. Grace is the leader and creative impetus but the group as a whole shapes and defines the sound. Matt explains that the studio experience begins with “Grace having a vision and then Grace bringing us into her vision to help her execute it.” In the live setting, where the band first built a reputation on its exuberant performances, a collective commitment to individual expression is more pronounced. All of the Nocturnals have something to say and they’re eager to enunciate.

Kenny Chesney was first drawn to Grace while searching for “the perfect, haunting female voice that was the other side of what the song ‘You & Tequila’ was talking about.” He found it after “Apologies” appeared on his iTunes shuffle one day. Soon, his relationship with Potter and the band extended beyond just the studio.

“Musicians respect musicians and they need inspiration,” says Chesney. “Grace and her band inspired me and my band. [During their Brothers of The Sun Tour soundchecks], you would see people go there and watch them because they played as if there were thousands of people in front of them. It was wasn’t just like, ‘Ho hum, let me get my mix.’ They played. It was great.”

Beyond those soundchecks, the process of transporting Grace Potter & The Nocturnals to the stage each day on the stadium tour became something of a spectacle. A golf cart functioned as an open-air version of the Partridge Family bus, from which they conducted mobile vocal exercises. At Gillette, their run through “Nothing But The Water,” elicited grins, knowing glances and occasional high-fives from the caterers and crew.

“You can’t take away pure love of music,” Chesney continues. “They love it and that’s what inspired me the first time I saw them live.”

In many respects, it all starts with Matt seated way up behind the kit, beatific smile on his face, attacking his drums with a tomahawk chop. (The reason he plays on the tips of his toes, rather than flatfooted like most of his peers, is because when his parents first purchased him a drum kit, he didn’t know how to set it up properly and, without formal lessons, the stance endured.) “Matt’s in front of the beat but he doesn’t rush it, and that’s a fine line to find,” Chesney observes with admiration. “And the energy that comes from his snare drum is awesome – it filters throughout the stage. There are a lot of adjectives that you can write down when you watch a Grace Potter & The Nocturnals show but energy, heart and passion are all part of it, and that starts with Matty. He’s a really great drummer.”

The guitarists play a defining role as well, equaling and at times escalating their bandmates’ intensity and emotion. Scott Tournet’s palette extends from the criminally underappreciated Roy Buchanan, through Jimi Hendrix and Jack White. Benny Yurco joined the group in 2009 after sharing what Scott characterizes as “a serious bromance” with Matt and himself while they played together in the evocatively named Blues & Lasers.

Scott explains, “Benny is the Ron Wood of Vermont and the ultimate chameleon. If you want to do a soul band, if you want to do a blues band, if you want to do a rock band, a fusion band – he’s been in them all and he’s made them better. Beyond that, personally, he’s a super high-energy positive force.”

The Nocturnals first met new bassist Michael Libramento, an Asheville, N.C. native who plays left-handed and upside down, while sharing dates with the group Floating Action. (Seth Kauffman, whose most recent album was released by Jim James’ Removador Recordings & Solutions label, spearheads the project.) Michael began his tenure with the group during The Lion The Beast The Beat sessions and Scott raves, “He brings heaviness and thunder on the low end but he’s also a super sensitive musician: very aware, tasteful and understated.”

And then there’s Grace.

“She’s the full package,” maintains Rick Krim, offering the perspective of someone who first joined the nascent MTV back in 1982 and is now the Executive VP, Talent and Music Programming at VH1. “She’s got the voice, the stage presence, the songs, everything. There’s really nothing missing. We took a big leap. We put her on the biggest show we do [2010’s VH1 Divas Salute The Troops with Katy Perry, Nicki Minaj, Heart’s Ann and Nancy Wilson and Sugarland]. On that show, we rarely put an artist who is not known to the majority of our audience and she killed it. I think it’s a matter of time before she’s a superstar, not only because she’s this beautiful, rocking lead singer but because [she and the band] are real players.”

Grace Potter & The Nocturnals have indeed been on an upward trajectory since St. Lawrence, appearing in increasingly higher profile platforms, particularly after the release of This Is Somewhere_, their first album for Hollywood Records in 2007. However, as they have attained new levels of exposure, issues of identity have occasionally surfaced.

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The Nocturnals’ sound and even their instrumentation has been fluid from the start. The first significant move came in 2004 when the band pooled its money to purchase a Hammond Porta-B organ for Grace, which they then presented to her on her birthday. Matt remembers, “We decided that Grace should play the organ because the piano just wasn’t strong enough to match her voice. She was such a loud presence on stage we were trying to find an instrument that could be just as loud as her.”

She learned it on the job, with the first recorded results appearing not with The Nocturnals but with User Shorty Patent Co, a band led by Scott’s friend from Goddard College, Scott Taylor. Grace can be heard on the Hammond (but not on vocals), as her fellow Nocturnals back Taylor on his Depart So Slow album. Matt still marvels at her facility, observing, “She already knew how to play piano but the B3 is a different type of spaceship.”

Another shift followed a couple years later, when Grace picked up the guitar. She explains, “There was that post 9/11 era of the soothing, torchy woman making everyone feel better and I didn’t want to do that anymore. I had been listening to a lot of The Kinks and Keith Richards and I thought, ‘I don’t need to take guitar solos, I don’t need to play scales, I could just be one of those three or four chords and the truth kind of guitar players.’”

In January 2006, while visiting a Cincinnati music shop with Derek Trucks, Grace picked up a 1971 Gibson Flying V for the first time. “Other than associating it with hair bands from the ‘80s, I never quite knew what it was,” she admits. “But I grabbed it, tried it out and maybe because my center of gravity is a little different, maybe because I’m a woman, maybe because of how I move onstage, everything about the guitar felt like home.” Unbeknownst to her, Matt later purchased it and it became another instrumental birthday present.

Her association with the V culminated with the release of a Grace Potter signature model earlier this year, and she takes such pride in that it doesn’t bear her signature. She visited the Gibson factory and became involved in every decision. The pickguard, for instance, is inspired from an art deco border of a cocktail napkin at her favorite bar. “I decided I didn’t want to put my name anywhere on it because most people don’t know or care who I am,” she says. “They might just want a cool guitar and why would I ruin it with some brand?”

There’s a subset of Grace Potter fans who are disturbed by such ventures as the Flying V, the Lake Champlain Chocolates’ Grace Under Fire Chocolate Bar or her association with Green Mountain Coffee’s Fair Trade Certified Coffee, despite the fact that the latter two are based in her home state, which she is an ardent booster of. This reaction occurs because the band’s shows can be so raw and so suffuse with emotion that some supporters can’t reconcile or abide any correlation between art and commerce.

Grace responds to the issue as it relates to the licensing of her music to television, where it has appeared on multiple programs throughout the years – most recently on an ESPN college football promo and the trailer for the ABC series The Last Resort.

“I used to rack my brain about this stuff,” she says. “Some of the biggest fights the band ever got in were over TV licensing and complaining about our song being on TV: The script was stupid or we didn’t like the actor in it. It’s amazing how much negative energy we put into the vortex of not wanting to succeed. That’s not the defining stuff. The defining stuff is if the song is good, it’s going to find its way into good places, and sometimes that happens and sometimes you just let your songs go. They’re really not yours anymore, once you put them out to the world. They belong to everyone and they belong to the people who find an association that makes them happy. If they love a sitcom or a soap opera, then they’re allowed to love it and they’re allowed to be overjoyed when they hear the song on it.”

A second form of fan frustration ossifies the group at the precise moment of a given concertgoer’s formative live experience. Any variation of band personnel, venue size, mode of presentation or song selection elicits the lament: “They’re not my Nocturnals anymore.”

When it comes to the band’s bass chair, such proclamations can have a literal truth. Courtright Beard departed before recording of 2005’s Nothing but the Water to pursue, as Mattrecalls, an interest in aviation. He was replaced by Bryan Dondero, who first collaborated with The Nocturnals when he joined them in studio as a member of User Shorty Patent Co. Dondero remained with the group until March 2009 with a less-than-amicable departure in which he publicly questioned some aspects of the band’s creative direction.

At this point, they added Yurco, along with former Ryan Adams and The Cardinals bass player Catherine Popper. In November 2011, Popper disclosed that she would be stepping away from the group. Earlier in the summer, she missed some shows for health reasons, but all Potter will offer by way of explanation is that, “It was not the same situation as the previous time. I was deeply saddened not to have Cat continue on the road with us. We love her dearly and she’s still a close friend but it was for a very, very good reason. It was a very hard tour schedule that was asking a lot of her.”

Popper’s departure dovetailed with the news of The Nocturnals’ Brothers of The Sun appearances and some fans wondered if there was a connection. While this seems implausible, Chesney says, “I think there was a fraction of my audience that was going, ‘Who the hell?!’ And I think some of their audience was going ‘Why the hell?!’ There might have been a little bit of confusion but once we got together, everybody saw that it was authentic.”

“We’ve got a beautiful mission statement when it comes to playing in front of different audiences,” Matt explains rather serenely, “which is a thirst to share our music with as many people as possible as long as that artist isn’t morally or politically against what we stand for. When we go onstage, we never sonically change a thing about what we do. Our sets on the Chesney tour were not catered to that crowd at all. We still did our drum jam, we still thrashed, we still got beautiful – the same dynamics we always put forth at a live show.”

Scott offers a related thought: “We’ve always wanted to be a big ass band and in our mind that’s not a bad thing. I’d call it youthful arrogance. We thought we could bring great music to the masses. It’s funny, though. As indie rock has become the cool thing, it’s become uncool to try to be successful. I don’t know why that became so shunned.”

In early October 2011, the band assembled in a Los Angeles studio to begin work on the follow-up to the previous year’s eponymous release. But by the close of November, Grace began to express increasing discomfort with the results.

“I had ‘Stars’ but everything else around it was a bunch of bullshit,” she says. “To this day, I regret dragging everyone else to LA because I realized I wasn’t into these songs. A lot of them were hit single, Top 40 stuff. I had been listening to too much pop music and I think I was subconsciously influenced by it. Another part of it was my wanting to surprise everybody. But after we had been in the studio for two months, I realized that this wasn’t the right surprise. The band was playing so well that it was really heartbreaking because I was off in the rings of Saturn feeling very dislocated from the project.”

Eventually, she decided to place everything on hold. Hoping that a road trip would clear her head, Grace decided to light out for the territories – or to grab the subtitle from Hunter S. Thompson’s Fear and Loathing in Las Vegas – a Potter favorite – to take “a savage journey into the heart of the American dream.”

“I’d been in a tour bus for eight years looking out the windows, dreaming about the open fields and mountains and hills and roads that looked like they could be so much fun to travel down – just wondering where they would lead,” she says. “I felt like needed to go there.”

So Grace gathered a few belongings, hopped into her Fiat and set her sights on the natural wonders of West, traveling through Utah, Nevada and up to Northern California. She had her share of Raoul Duke moments over the four weeks to follow (one of which she relates in “The Divide” ) but most of her journey was more akin to a vision quest.

Grace returned with seven songs and a working title, The Lion The Beast The Beat for what would become the band’s richest, most challenging album to date. Thematically linked, the record explores the dualities of human nature, set against the ineluctable passage of time.

“I think this record is a little more challenging,” Scott offers. “It’s a little artier and more progressive thinking. That’s the record Grace wanted to make. She was feeling it in that direction and I think that’s cool. I’m proud of her for that.” “I’ve seen a lot of struggle in the people I care the most about – it was relationship troubles, it was mental health, it was substance abuse. For me, it was songwriting and identity,” Grace confides. “Keep in mind that when you make a record, you’re casting the dice for the next two years of your life. Whatever those songs are that are on that album, you’re predicting your future. Our strength and our weakness – this whole career of ours – has been figuring out what makes us the happiest in the moment and following through on that. It’s to the chagrin of fans who want to have one thing all the time but it’s to the joy of those onstage who get to do it every night.”

Joy is in abundance at Burlington’s Waterfront Park three weeks after the Brothers of The Sun finale in Foxboro, as Grace Potter & The Nocturnals prepare to close out their second annual Grand Point North Festival. The event is less of a celebration of the host band than a tribute to the community that has nurtured it. Local artisans and activist groups are woven into the festival environment, with the visual design by Grace’s father Sparky.

The smell of warm maple syrup wafts through the air, courtesy of a well-trafficked food vendor. The aroma is so striking and so evocative of the setting that Bay Area vocalist Nicki Bluhm, making her first area appearance, marvels at it during her afternoon set. Grace and Matt grin at this observation from their vantage point to the side of the stage where they watch most of the acts over the course of the day – slightly out of audience sightline so as not to be too distracting but close enough to take in the sounds of the groups that they have invited to appear, both out of personal friendship and musical fancy.

Grace & The Nocturnals make the rounds backstage carrying themselves as solicitous hosts who ensure that every drink is topped off rather than as conquering heroes. Grace is a magnet for her fellow artists, area dignitaries, contest winners and special guests, who she all treats alike. One of Grace’s special gifts is a natural charisma and lack of pretense as she meets well-wishers on their own terms and draws them into her circle – a gift that also translates onto the stage.

One topic that comes up out of band earshot is a performance on FOX’s X-Factor three nights earlier by 18-year-old contestant, Jennel Garcia, who wowed the judging panel with a version of Grace Potter & The Nocturnals’ “Paris ( “Ooh La La).” As a result, the song soon topped the iTunes charts. (When discussing this later, Potter is a little hazy on the particulars and responds, “I don’t speak music business. I wish I was better at it all and had a better grasp on the numbers and the this and the that.” )

It’s Simon Cowell’s feedback to the performance that elicits response, having told Garcia, “You’re on the money because right now what is missing on the pop charts is a young Pat Benatar – someone like that.”

One wonders about the artist who wrote and recorded the song but Rick Krim, who is at Grand Point North with his son, later comments, “The public doesn’t know what they’re missing. We’re living in this big pop world and rock has become the underground.”

It sure doesn’t feel that way when The Nocturnals take the stage in the early evening. The band is in perpetual motion during a rowdy, animated set brimming with riffs and rapture. It is also features a guest appearance from Phish keyboard player Page McConnell, which prompts Grace to extol the thrill of joining one’s idol on a Saturday night and catalyzes an impromptu poll of her bandmates as to how many Phish shows they had seen in their lifetime. (She leads the pack with 40, but Benny concedes to having attended too many to count.)

A telling sequence follows a bit later when Grace jumps off the stage and into the photographers’ pit for a few moments of direct communion with the crowd. But given the spontaneity in this “beautiful madness” as Matt describes it, there isn’t an easy way to get back to the stage. In order to return, Potter makes her way over to the backstage entry point and then through a side-stage viewing platform. As she finally accomplishes this feat, she jostles a 12-year-old fan, who has been watching the show from the nearest vantage point. The girl is thrilled by the contact and all the more so when Grace returns during a guitar break in the next song to issue a direct, sincere apology.

Back in August, when the band closed out their show at Gillette Stadium, Grace had pulled Matt Burr’s parents onto the stage in celebration of their 50th wedding anniversary. (The luxury suite that the band later occupied was secured in their honor, along with that of birthday boy Scott Tournet). On this evening they take it even further, during the “All You Need Is Love” encore, initially drawing out many of the day’s performers including The Avett Brothers and Tim and Nicki Bluhm. But then, halfway throughout the song, Potter crosses the stage and invites all of her friends and family to join in for the final verse. The song concludes with Grace’s father wrapping her in a warm, enveloping hug.

After the song concludes and gives way to exit music – a recording of Stevie Wonder’s “Sir Duke” – Grace spies former bandmate Bryan Dondero. She hasn’t seen him since the split but he’s on hand to put any hard feelings aside.

As Grace explains, “I’m dancing with Seth Avett and I don’t mean to cut him off because Seth is a very charming man but I see Bryan. So we have a little waltz together as we walk off stage.”

For an artist drawn to big gestures but still enamored with little moments, it’s a sweet and satisfying last waltz.