The 1996 Tom Petty and the Heartbreakers album Songs and Music From the Motion Picture ‘She’s the One’ is such a weird outlier in the band’s catalog that even Tom Petty himself didn’t quite know what to make of it. “It was kind of a confused album for us,” Petty told writer Paul Zollo in his book Conversations With Tom Petty. “It got stocked in the soundtrack section. It didn’t really come out like a Heartbreakers record. So it didn’t feel like we made a record or anything. We didn’t do a tour behind it or anything. We just did it. To me, it’s kind of uneven, because it’s not really an album. It’s just a bunch of things thrown together.”

The project started during a tumultuous time in Petty’s life when his marriage to Jane Benyo had fallen apart and he’d moved into a small “chicken shack” home to start putting the pieces of his life back together. The Heartbreakers were on a long hiatus after a grueling tour in support of Wildflowers. And when filmmaker Ed Burns approached him about creating a soundtrack to his romantic comedy She’s the One, he jumped at the chance.

But it was a bigger task then he originally realized, especially since he was also scoring the movie, and the looming release date forced him to worker faster than he would have liked. The end result was a weird mishmash of new songs, including multiple versions of the brilliant tunes “Walls” and “Angel Dream,” outtakes from Wildflowers, and covers of tunes by Beck and Lucinda Williams.

The album went gold, but after the incredible success of Full Moon Fever, Into the Great Wide Open, and Wildflowers, it was seen by many as a giant miscalculation. “I was completely off my game,” he told biographer Warren Zanes. “I was doing something that went against my grain.”

But earlier this month, a “re-imagined” version of the LP hit stores called Angel Dream (Songs From the Motion Picture ‘She’s the One’) that casts the project in a very different light. It removes the Wildflowers outtakes, which surfaced on last year’s Wildflowers and All the Rest, and replaces them with the previously unreleased Petty originals “105 Degrees” and “One of Life’s Little Mysteries” along with a cover of J.J. Cale’s “Thirteen Days” and the instrumental “French Disconnection.” Check out a new video right here for “Angel Dream (No. 2).”

We also called up Heartbreakers keyboardist Benmont Tench on vacation in Italy to talk about She’s the One, the new Angel Dream album, recovering emotionally from the death of Petty, becoming a father late in life, and why the Heartbreakers can never work with another singer.

How long are you going to be in Italy?
We’re here until mid-September. We’ve been here for two weeks. It’s a two-and-a-half–month stay. We’re going to try and go to Paris, but every time we try, something goes wrong technically with the Air France site or something. I’ve taken as a sign that we’re not going to go. And so we’re trying to travel to the French Alps today by car rather than flying to Paris.

That sounds great.
It’s fantastic. My daughter is really happy here. I do miss my friends and playing music, but there isn’t much to miss as far as the rest since the United States is in such an unhappy place right now.

I’ve been choosing mixes for my [upcoming solo] record. At the same time, I’ve been listening to this version of Angel Dream. I’ve been getting used to it since I’m used to it as a soundtrack.

Let’s go through some of the history here. Do you remember first hearing that Tom was going to do this soundtrack?
Yeah. After we did Wildflowers, and toured it, he said that had spoken to Ed Burns and was going to do a soundtrack, but he wanted to do it with the band. The way I understood it at first, he was going to curate the soundtrack with other artists, and the band was going to do some incidental scoring, and have a song or two.

For whatever reason, he chose to not curate an album with other artists, but instead he did an album that was a lot of covers and incidental music and some songs from Wildflowers.

When I saw the film, I found it a little strange since every radio or jukebox or anything that plays, is playing us. [Laughs] But he didn’t curate the soundtrack, strangely. But I had a good time. I know he had his reasons. He was a sharp guy. He probably just went, “This isn’t what I do, curate stuff. Let’s do it with the band.”

As I said, I found it really odd that the only thing on the radio was us. But I had been rewatching Robert Altman’s film The Long Goodbye. The only thing you hear in it is the song that John Williams and Johnny Mercer wrote for it called “The Long Goodbye” sung by Jack Sheldon and all sorts of different people. You even hear the melody of it in a doorbell. I guess there was a precedent for that. And if the precedent is Robert Altman, that’s great.

What was your role in scoring the movie?
Essentially, we cut a bunch of covers. And [Heartbreakers drummer] Steve [Ferrone] was out of town. He had a commitment that he couldn’t break. Curt Bisquera covered for him. He’s really good and we’d worked together before. We did a bunch of great covers like “Change the Locks” and all those other ones.

Also, for the part of the film that needed scoring, Tom had a bunch of ideas. He’d take a bit of an old record by someone off the top of his head and he’d play us what he had in mind on the guitar. It would be like two bars of a Ray Charles record and he’d say, “Let’s play a groove like that.” They’d run the film without any of the clicks, which is how you usually score a film. But we’d just play our way around for five seconds or 45 seconds, or whatever it was. It was a lot of fun. There was also a string trio down there at one point. We played along with them. It was a lot of fun.

But it came out as a Heartbreakers record, which was a strange thing in and of itself. Wildflowers isn’t a Heartbreakers record. But we have this record out now with Wildflowers songs on it that’s now called a Heartbreakers record. … I was like, “OK, I’m just going to concentrate on making good music.”

There’s a lot of good music there.
Yeah. The covers were a curiosity and they were neat. The new songs were great. But what made the thing work for me was the songs that had been left off Wildflowers like “California” and, especially, “Hung Up and Overdue.”

There were also three or four iterations or arrangements of “Angel Baby,” which is just a lovely song, and also a couple of different arrangements of “Walls,” which is a great song. Those really brought a lot to the soundtrack since you had the way it played in the opening credits, and the way it was played in the closing credits. All of those things made it, to me, a very interesting curiosity.

It was also the only way to hear “Hung Up and Overdue” and “Hope You Never,” which had been left off Wildflowers. I thought, “OK, this is pretty cool.” But it was never anything we took seriously as an album, because it wasn’t. It was never the follow-up to Wildflowers. The follow-up to Wildflowers was Echo. And we didn’t tour it for that reason. We did the 20 nights at the Fillmore instead. Tom specifically said he wanted to make sure that nobody mistook this for the follow-up to Wildflowers. He wanted a serious piece of work as the follow-up to Wildflowers, and Echo is a serious piece of work.

Why do you think Tom agreed to make She’s the One in the first place?
My guess is that Tom was depleted after writing and recording Wildflowers and doing an exhaustive tour. That would be my guess. It’s kind of a palate cleanser, a chance to do something different, something for a motion picture, something that reflects the emotions felt in the motion picture. And out of it came “Walls,” which is cool, but also “Angel Dream,” which is just so lovely.

For most songwriters, that would be a career-defining song. For Tom, it was just tucked away on this soundtrack. I feel like many fans don’t even know it.
That’s one of the best reasons to do this new version. I think people should hear all the different versions of the songs, too. They are all different enough and they bear repeating. One of them was Tom’s demo to the studio and we played over it. We also cut it for the film.

I spoke to Tom about this once. He told me the process got very rushed, especially the mixing stage, and that the final product suffered as a result.
I remember that. There was a deadline with the film. It had a release date. We couldn’t say, “Hold on, we want another pass at this mix” or “We can do a better version of this cover.” We just didn’t have time. And so, yeah, we didn’t want it received as a follow-up to Wildflowers. Tom thought that was maybe the best thing he ever did.

Tom also said She’s the One got dumped into the soundtrack section at record stores and wasn’t even seen by many fans.
Well, that may have been naive of him. It’s a soundtrack. It would be not “dumped,” but placed with the soundtrack records. And so I think he was being disingenuous. I don’t think he wanted to have it on big displays and “the follow-up to Wildflowers!” I don’t think he wanted it to disappear and escape and not be heard, but I don’t think he wanted it to be seen as a big statement record. It’s a curiosity.

I love the cover of Beck’s “Asshole.” It’s not a super well-known song of his, and you guys really made it your own.
That is such a beautiful song. Beck has such an amazing harmonic sense. The way that he sings and put those chords together … I was listening to a lot of his work during that time period, and marveling at it. I was like, “How did it occur to you to go from that chord to that chord?” To get to sink our teeth into that song was really cool.

I know Tom was a big fan of Lucinda Williams. You guys took her on tour and got her music out to a lot of people. The cover here of “Change the Locks” is also very well done.
Lucinda’s version is so good. When we cut it, it was kind of like, “Damn, what are we going to do with this?” We just kind of played it. We didn’t go into it like, “Oh, let’s arrange this.” There was nothing to do. It’s a beautiful song and great riff, so we just cut it.

You had played J.J. Cale’s “Thirteen Days” at your live show prior to these sessions.
I certainly remember playing it at the Fillmore [in 1997] with Steve Ferrone. It’s a cool song. And so are “105 Degrees” and “One of Life’s Little Mysteries.” I don’t know exactly what the process was of putting this record together. I think that Adria [Petty], [longtime Petty engineer] Ryan [Ulyate], and Mike [Campbell] have a better angle on that.

As far as the J.J. Cale cover, I’m happy when any of his work can come to light. That makes me happy. He got a bad rep for a while, but he was one of the best songwriters in the business. Playing one of his songs is like going home to me since he’s a North Florida cat. Having Stan [Lynch] play on that is very cool. That was probably cut more around the time of Greatest Hits in 1993, but it fits in.

I’ve heard talk about taking the best of the 1997 Fillmore stand and turning it into a live album. Do you support that idea?
I’ve heard talk about that too. [Laughs] I think it’s a stellar idea. It was really bloody great. Ferrone had done a tour with us by that point. His feel is so different than Stan, but we had settled in with him. When Tom said, “We’re going to do all these concerts and do a bunch of different stuff,” I was like, “We can’t do that. That’s chewing off way too much.” But it wasn’t chewing off way too much. It was the best thing we could have done. It refreshed the band as much as touring with Bob [Dylan] did in 1986 and 1987, and as much as doing Full Moon Fever refreshed Tom. It was really great.

You brought out John Lee Hooker, Bo Diddley …
It was just wonderful. I think Jackson Browne played with us, Jakob Dylan. I think the Wallflowers opened at some point. It was just a fabulous bunch of nights. We were staying just up the street at a hotel. We’d kind of walk down or take a van for like five minutes and play the show. We loved San Francisco. It was one of the first two cities in the United State that embraced us. It was Boston and San Francisco that got us right away, and Philadelphia. So it was great to be in San Francisco for that long.

I think I’ve told you before, but my favorite Heartbreakers album is Echo. If we’re going in sequence here from Wildflowers to She’s the One, and the Fillmore, it makes sense to do a big Echo set after that.
I would love to hear an Echo box set and see what else there was. It’s a very special record to me. I think it’s a little too long. I think maybe it needed to be three songs shorter, but I don’t know which three songs I’d take off. That’s the thing. That’s probably what got to Tom.

Echo is a serious, serious piece of work. You can call it a “flawed but great” piece of work, or whatever language people often use. But if it were reshuffled and three songs were taken out, making it a little shorter and more focused, I think it would be even better.

Also, Warner Bros. picked “Swingin’” as a single. That kind of confused me when you have “Counting on You” and all the other songs. It kind of got lost. It was a misguided release. And Tom and Howie [Epstein] were both in really bad shape when we recorded it. I’m sure that contributed to some things. But Rick [Rubin] was there and he was on fire. We had a hell of a team.

This was also a time when my divorce from my first wife was finalized. I know Tom and Howie were going through their stuff. But all that stuff gave it a certain emotion. I think of the song “Echo,” “Counting on You,” and “Room at the Top.” I mean, “Room at the Top,” like “Angel Dream” from this new record, it wasn’t Tom’s demo. We cut the entire thing acoustically. And maybe there were quiet drums, but we were talking about it and Mike or I said, “Let’s add in [imitates loud drums].” And it was like, “Oh, now we’ve got a song.” I loved that process.

I’ve heard that song 1,000 times, and it still guts me every time.
I was really glad that Eddie Vedder decided to do that song at the Academy Awards after Tom died. That was the right song. I think some people thought, “You should play a hit.” But that was the song. It captured the emotion of the time.

The band was such a band on that record. Tom was hurting and not in the best shape, but he wrote some brilliant songs, and he had some brilliant performances of them. And whatever was going on with Howie, he played well. Mike played some of the bass on that record too, but Howie was there creatively on that record. He had ideas and stuff. Steve had completely settled into the band. I had settled in with Steve. We were all present on that record. We didn’t rush it. We took our time. I may have wanted to take off three songs, but I think every song on that record meant too much to Tom. He didn’t want to make it shorter.

You mentioned a solo record earlier. Where are you at with that?
I’ve got mixes here. I’m going through them so that I can say, “This is the best one.” It’s not just a matter of making the vocals louder or the vocal quieter. They all sound drastically different. But the record is done. We just basically have to find the best mix, since they’re all good.

I was really happy with the way the record was made. Because of Covid, I had a tiny, compact band. On the last record, I had three or sometimes four guitar players, and a whole bunch of other players. … But I’m very proud of this record. It says exactly what I want to say, the way I want to say it.

Are you going to play solo shows to promote it?
I’ll be playing shows when I get back home. I think it’s a real piece of work. This record is the real thing.

When is it coming out?
I don’t know. We have to plan it around when we’re sure we can play shows and book venues. The way Covid is acting now, it’s primed for a resurgence. That worries me. But I’ll be playing shows and sitting in with other people. I’m doing a bunch of stuff. I can’t wait.

I hear your daughter in the background there. I know she was born just a few weeks after Tom died. I can’t imagine the emotion of that time period in late 2017.
[My daughter] Catherine came in December. Tom died in October. It was not the circle-of-life lesson that I wanted. It really wasn’t. I’d rather go watch The Lion King. [Laughs] But it was an extraordinary experience. It saved me, having my daughter. It let me not go, “Holy shit. My world world is fallen apart.” Tom was the last person in the band that I expected ever to go. He was the very last person.

But because I had a daughter coming, I had to take care of my wife. And when my daughter was born, I had no idea what I was in for. To find myself at 5 a.m. trying to figure out how to swaddle a child that wouldn’t stop moving was good for me.

tom petty and the heartbreakers she's the one

Tom Petty and the Heartbreakers in the studio during the recording of ‘She’s the One.’

Robert Sebree

It was like the universe gave you this gift at your worst moment.
The universe has given me a million gifts. I don’t even know how you calculate something like this. But we wanted a child. We were very glad to get a daughter. And we did our best to see if we could have her after the tour. Tom had said that he didn’t want to tour for another couple of years. And when Charley Webb was singing background, her daughter was two. She brought her daughter on the tour. We figured when our child was two, she could come out for bits and pieces. That’s what I was thinking.

I had planned to have time with my child. John Lennon took off five years when Sean was born. The other guys [in the Heartbreakers] had children when they were young and we were touring nonstop. They had to leave and didn’t even have an iPhone or FaceTime. They were just gone. I had an opportunity not to do that. It lined up in some kind of perfect way.

But the loss of Tom … I’d known him since I was 17. I played with him since I was 18 or 19. I quit school at 19 to play with him full-time. Sometimes he played bass. Sometimes he played guitar. And whether it was his song we were doing or a cover, that was my singer. He was also someone I looked up to enormously. I played with him for close to 45 years, going back to late ’71 or early ’72 when I first sat in with him.

That’s really real, and [his death] took the music away. To this day, people say to me, “Why don’t you get another singer? Tom would want you to do that.” Well, I don’t want to do that. Are you going to get a guy that has that swing in his rhythm? How are you going to do that? Also, we shared a real love for each other.

It’s still hard to believe he’s gone. You guys had just finished the tour.
I was taking life one day at a time back then, thinking the call would come to do another record or go on another tour. Instead, the call came telling me that Tom was in the hospital.

It isn’t that I’m in denial, but my world just changed. It’s changed to kind of an alternate universe. Tom passed away and my daughter was born very shortly afterwards. Thank God my daughter came along and brought that alternate universe to me so that I wasn’t floundering, I wasn’t lost. It didn’t give me something to push aside my grief or my acknowledgement of what was lost. It didn’t do that. It brought a vital center to my life.

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