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*Dylan and the Heartbreakers; Tench on far right*

Update October 2022: This interview will be included along with 50+ others in my forthcoming book ‘Pledging My Time: Conversations with Bob Dylan Band Members.’ Preorder and more info available now at Indiegogo!

As I’ve written here before, there are few Dylan tours I love as much as the so-called True Confessions tour of 1986. That was the first time Bob Dylan teamed up with an already-famous band to back him up: Tom Petty and the Heartbreakers. Last fall, I got some behind-the-scenes stories from Petty’s longtime tour manager Richard Fernandez and, today, on the anniversary of the first show of Dylan and the Heartbreakers’ two years together, we hear from someone up on the stage every night, legendary Heartbreakers keyboard player Benmont Tench.

The two Dylan/Heartbreakers tours weren’t the only time Benmont played with Bob either. He recorded on Shot of Love and Empire Burlesque earlier in the ‘80s and then, decades later, reappeared in Bob-world: first on Dylan’s 2003 soundtrack one-off “Cross the Green Mountain” and then on two tracks on 2020’s Rough and Rowdy Ways. So of course we talked about all that too.

Here’s my conversation with Benmont:

*Benmont and Bob in ‘Hard to Handle,’ 1986*

The bulk of what I want to talk about is the Heartbreakers tours, but you've intersected a few other times with Dylan. Was the Shot of Love sessions the first time you guys connected? I know you're on that with Mike [Campbell, Heartbreakers guitarist] a bit.

I'm on it. Mike came in, but he's not on the record. They did a different version of “Heart of Mine” and put Mike on it, but they didn't wind up using that version on the record. Mike's on Empire Burlesque, a couple records later.

I went in to work on Shot of Love because Jimmy Iovine called me. He was kind of auditioning with Bob to see if they could work with each other. He brought me down because he didn't know anybody else on the session and he wanted my sound in there.

He and Bob didn't get along. So, unbeknownst to me, Jimmy left in the middle of the session. He left me in the room with nobody I knew, including Bob. At the end of the day, Bob said, "Can you come back tomorrow?" and I said, "I can't." There was a band meeting or something, I couldn't skip it. Not even for Bob.

But he called me a couple of months later. He called me to do Shot of Love. Maybe it's because I said I can't. Maybe it's because I said no.

That was my first experience working with him, and it was marvelous. The Heartbreakers worked with him four or five years later as a whole. But in the meantime, most of us, I think all of us except for Tom, had played on some things on Empire Burlesque. So he knew us a bit before [their shared manager] Elliot Roberts suggested that we be a band for him on a tour.

I read a rumor that you also were involved in rehearsals for the 1984 tour a couple of years before that, but you couldn't do it. Is that right?

The one that Glyn Johns made the Real Live record for?

Yeah, with Mick Taylor over in Europe.

He did [ask]. Somebody called me and said, “Can you come down to this address and just sit in?” I said, “I can't tour, because I'm working with Tom.” He said, “He just wants to see what it would sound like to have a keyboard player.”

So I went down there, and it was Colin Allen from Mayall's Bluesbreakers on the drums. It was Gregg Sutton I believe playing bass. And they said, “This is Mick.” This guy playing guitar. I said, “Cool.”

We start jamming. [Bob] just wanted to jam and play some songs and stuff. Slowly, it dawns on me that “Mick” is Mick Taylor. He started playing, and I went, “Wait a minute. Wait a minute. Wow!” But it was going to be impossible for me to play [on the tour]. I think he just wanted to see what it would sound like. They wound up getting Ian McLagan, which was a very brilliant call. Mac was one of my heroes.

Take me to Farm Aid, before the full tour. You mentioned earlier Roberts was the connecting glue there. How did it happen that you and the Heartbreakers and Dylan get paired up?

There's a couple of ways I understand it. When we did Shot of Love, Debbie Gold was Bob's assistant. She was a character, but she was smart. She and I hit it off. Then Mike came in; that was [producer] Chuck Plotkin's idea.

Debbie told me that she had said to Bob, "Well, if you like Ben and Mike, you should try playing with some of the other Heartbreakers." Maybe she said Howie [Epstein, bass] and maybe she said Stan [Lynch, drums], so then when Empire Burlesque came around, the four of us were on parts of that record. So he already knew us. I don't know if that's exactly how it went down. That's what Debbie told me.

Anyway, by Farm Aid, Elliot was representing us along with Tony Dimitriades. My understanding is that it's Elliot that finally connected all of the dots. Tom had probably met Bob at some point, but I don't think he had recorded with him. He wasn't on Empire Burlesque like the rest of us. So Elliot or whoever it was, said, "Why don't you do this one-off with Bob?"

It made me really happy, because I had enjoyed my [studio] experiences a lot. Not only was he a legendary songwriter-performer, but he became a legendary songwriter-performer because he's so damn good. I got to play this great music with the creator of this great music on Shot of Love. And the band, Jim Keltner, Tim Drummond, Fred Tackett, Steve Ripley, Danny Kortchmar, the Queens of Rhythm singing background, just ridiculous. You've talked to Keltner, right?

Yeah, a couple of months ago.

Okay, good. Keltner’s one of my best friends. I saw him just yesterday. I moved into a new house two years ago. It turned out that, if I walked down the hill for five minutes, I'm at Jim's house. During this whole pandemic, our pod has been Jim and [wife] Cynthia and the nanny. Pretty good pod.

Jim, in some ways, seems kind of like you in that there are these people that Dylan brings back again and again. There are gaps of sometimes decades, then, once again, they're back on the stage or in the studio.

I think he and Jim have a tighter relationship than he and I do. But then, Jim's a marvel. A lot of the most special people know that Jim is really special. Bob Dylan, oh yeah. That's a cat. It's kind of our job to learn what we learned from Bob and tell other people, "Hey, how about this?"

I thought Farm Aid was transcendent. We did maybe five songs. You can find bad copies of it on YouTube and stuff. I thought it was thrilling. Not because Bob's name was Bob Dylan, but because it was great rock and roll. So a little while after, they said, "Do you guys want to do a tour?" Of course, we said yes — or Tom said yes, because he knew the rest of us would. That's how we got started on a two-year journey playing with Bob.

When you were doing Farm Aid, was it thought of as a one-off? That this was going to be it.

I don't recall. Probably. When we did that, maybe that convinced Bob that we would be a good fit. Maybe Bob really enjoyed it. Maybe he felt we were really good. Maybe we worked cheap. [laughs] I don't really know.

We wound up backing him up for a few tours. He made us a much better band because he taught us— We already had a really good swing. We paid a lot of attention to Howlin' Wolf records, to Little Richard, Earl Palmer, the country records that really swung because they had the great rhythm sections. But Bob is a man who helped create the true rock and roll swing. He inherited it somehow through the spirit, through the wind, through something in his bloodline, through just being the cat. He inherited the Charley Patton, Robert Johnson, Tom Johnson, Memphis Minnie, Howlin' Wolf, Elvis Presley, Buddy Holly, Earl Palmer, Little Richard swing. He knew it. He was it. To play with his rhythm guitar was just like, "Right, this is what we've been trying to do the whole time." We were there, but we didn't know there was another place to go. He brought us to that other place. That knowledge never left me, because I was hungry for it. I didn't know where the oasis was in the desert, and there it was, water to drink. Cool, clear water, what I needed for my soul.

The Heartbreakers were always able to play off the cuff. If Tom said, let's play “I Fought the Law,” we were like, we don't need to practice that. We've heard it on the radio a million times. Let's go out and play it. I think Bob probably enjoyed that about us. It wasn't very hard to teach us a song — and sometimes he didn't teach us a song. He just started playing it. It didn't matter if there were 20 or 60 or 70 thousand people watching. Not often, but every now and then, he just would start playing. That's the best kind of playing, in a way, if you know the song inherently but you've never played it. I'd never covered “Desolation Row” in a band. I'd never played it in my life. I’d just listened to it a million times. At a festival, he just started playing the chords. Within four bars, I was like, “Good Lord, we're playing ‘Desolation Row.’” We were off to the races, and it was beautiful.

He said in Philadelphia one night, “Can we play ‘I Dreamed I Saw St. Augustine’?" I'm sure we didn't rehearse it; we may have done it in the dressing room at most. That song is one of the songs that brought me in deep to his music. When John Wesley Harding came out, I heard somebody playing it out of a dorm window, and I just went straight to the record store and got lost in it. So we got to play “I Dreamed I Saw St. Augustine.”

Later on, he did that with “Lonesome Death of Hattie Carroll” and he did it with “Tomorrow Is a Long Time.” He and I were walking next to each other when the band got on stage. For small talk, I said, "What do you want to do for a slow song?" He said, "Do you know, ‘Tomorrow Is a Long Time’?" I said, "Yeah." He said, "Let's do that, just you and me and maybe Mike." When the time came, he started playing “Tomorrow Is a Long Time” with just me and Mike. It was Gothenburg, Sweden, and it was 20,000 people. We had never played it with him before, or with each other. It was transcendent. It was transcendent.

How did Tom's role fit in that band? Were they co-bandleaders? Was Bob the leader and Tom just another member of the backing band? How did the dynamic between them work?

Well, to me, the Heartbreakers have never felt like any kind of backing band. With Tom, we worked as a band, and he was our guitar player and the lead singer. [After his early band Mudcrutch broke up,] he had been making a solo record with [session] people like Keltner and Al Kooper and Jim Gordon. Legends. And he chose to ditch that record and go back to a band format with the band from Gainesville, which was us.

My take on his role was he was still the bandleader for the Heartbreakers, but he was also kind of a liaison. Bob's going to say, “I want to play this song,” “I want to use this ending,” “That's wrong, the chords are this.” We would defer to him, but we wouldn't go “Gee that's great” if we didn't think it was. And he wouldn't say, “Gee that's great” to us if he didn't think it was. He would be as harsh as he wanted to be, and between the whole bunch of us, we got it done.

Not to compare or discuss quality or anything, but The Band was Levon and The Hawks. They were a band and Bob started playing with them. It's the same thing. He gets a readymade band, essentially blood brothers. It was just wonderful. We'd all done the Empire Burlesque thing but to be really like, we've got the whole band, including Tom, everybody at once, and play those songs. Man, it was just gorgeous.

The Heartbreakers had great songs all along, because we had Tom, but you'd fit Bob in there and you'd go another level. It was beautiful. Tom’s role there was rhythm guitar player and harmonies. I think he was really happy. He was really happy to be the guy who's playing rhythm guitar, so he really doesn't have to wrangle everything. Tom isn't counting us in or anything. He isn't giving us any cues. We're all just watching Bob like a hawk, like we always watched Tom, and just locking in with him. It was glorious, just glorious.

What do you remember from the early days of the tour down in Australia and New Zealand? Do you remember anything about the first couple of shows?

I think the first show was a festival in New Zealand. We went down there for a week or so early to do some rehearsing, acclimate to the time. So we were in Wellington for a pretty long time. We played New Zealand, and, if I remember right, it was not good. For us on stage, at least. I remember several things were kind of like a train wreck. It's like, I didn't know it was in this key… Then we’d start in that [new] key and Bob would realize that he didn't want to be in that key, so he’d change back to the original key. It was pretty shaky. I don't know what the audience thought.

After one or two gigs in New Zealand, we flew to Australia. When we went to Australia, we were really good. We were really, really good. From then on, on that tour of New Zealand, Australia, and a little bit of Japan, I think it was really good for the most part. It was really a rock and roll show, so there were moments that were dodgy, but, good lord man, who wants perfection? It's a lot more fun to be flying without a net. If you drop the ball and go, "Whoa, how am I going to get myself out of this?" Then you get out of it and land on your feet. It might make things even better.

When it was rough, it was rough in a way that wasn't like, this isn't any good. It was rough in way that rock and roll should be. Not out of tune, not mistakes, but alive and breathing and changing and living.

One thing that's striking watching the videos and listening to the recordings is that it really seems like everyone, including Bob, is just having a blast. Dylan, even when he's enjoying himself, he's not usually grinning ear to ear like he seems to be when he's playing with you guys.

It seems to me like we were all having a really good time. I was definitely ecstatic. You see the movie that was made by Gillian Armstrong [Hard to Handle], and you're going to see that I'm practically jumping out of my skin. I'm like dancing behind the organ, jumping up and down because I'm so bloody thrilled.

By the end of it, I don't think Bob was very happy. I don't think it was our fault but I just think he was not very happy. In Chronicles, you can read his take on all of that. But the beginning was wonderful, and all the way through there were parts that were just terrific. There were always gigs or parts of gigs that were transcendent. Always.

In Australia, we check into the hotel the first night, and who checks in at the same time? Lauren Bacall. So we all go down later to the bar, coffee shop, whatever it was. She's down there. Bob had had us learn some standards. He was just like let's learn “Lucky Old Sun,” let's learn this, let's learn that. He had us learn an old standard, [called] “All My Tomorrows.” And I didn't understand those kinds of chords, but we got there. He and I sat down at the piano and played it for Lauren Bacall. And he sang it.

What a beautiful moment. Lauren Bacall and Bob Dylan. Just beautiful. That’s something I remember really clearly from that tour. Things like that happening.

I unfortunately was at the height, or the near-height, of my use of cocaine, so I was in an altered state of mind. But I think I played well. I know the band played well, and I don't think I was the only person taking cocaine on that tour. I never saw Bob do anything except take a shot of whiskey and smoke a cigarette. I was definitely transgressive, which wasn't very responsible of me. I don't think it affected the gigs.

It’s a beautiful performance, the one from the film from Sydney. There's much, much more. I think that Bob re-edited [director Armstrong’s] cut, so I've always been curious as to what her cut was and whether Bob will ever put that out in any form again.

He wasn't deconstructing the songs at that point. We played songs a lot like the record. These were songs we'd heard our whole lives, and we liked the way it was. He’d say, this song, and we'd start playing it, or he'd start playing and we'd fall in. We knew the opening licks to “Just Like a Woman” and all these things so it just came naturally to us.

Later on, he found his way into changing melodies, or entirely changing chord structures. The bit that's in the film Masked and Anonymous, where they're thinking of getting Jack Frost, Bob's character, to play this telethon and one of the chairmen of the board says, "Jack Frost, nobody can even tell which song he’s singing." I guarantee Bob wrote that line. But that was later.

We were playing it the way that we felt it and the way that we'd always heard it. We weren't being a cover band. That was anything but being a cover band. That wasn't karaoke. Like I said, it was living, it was beautiful.

One moment you can see in the film is you playing Al Kooper’s organ part in “Rolling Stone.” I wonder if there was an excitement of playing an iconic part like that. You have plenty of iconic songs with Petty, but you helped create them; maybe it's different with a song that pre-dated you.

It is different. It's a song that I've heard since I was I think 12 or 13. Our first tour was opening for Al Kooper. Al had long been a hero of mine.

Really? First Heartbreakers tour?

Yes. The solo record that Tom ditched had Al on it. Al was actually the lead session player on some of the sessions, the bandleader. I knew Al, and so it was doubly sweet to play his organ part. So yeah, I think you can see me jumping around with glee on that clip.

Did you enjoy playing the oldies? The early '50s rock 'n roll songs? The shows open with “Justine,” and there’s you on the organ doing this fun riff. There are a whole lot of songs like that in the set.

“Justine”? I think I'm on piano. I think Bob’s on the organ. He had a DX7 with sound program. We'd come out and they'd drag the keyboard in front of the stage that Bob would play and we'd do “Justine.” I didn't know “Justine.” Songs like that and “Red Cadillac and a Black Mustache,” I didn't know those songs. I don't know that they were all on the radio in Gainesville. If they were, I was three, four at the height of early rock 'n roll. I didn't know those songs. What better way to learn them than from Bob?

Do you have any memories about the time touring with The Dead in '86? I think you just did a few shows, Dylan with The Heartbreakers, and The Dead.

We split the bill; I think sometimes we'd open and sometimes they'd open. We would play stadiums. It wasn't like you'd step out of the dressing room and a couple of steps you're on the side of the stage, so it wasn't that easy to go out and listen. I'm a big fan of The Grateful Dead, and so I was really kind of in awe. I spoke to Bob Weir because we had a friend in common and I said hello, but I don't think I spoke to anybody else.

Those shows were too big for me. They were too big for me to get a grip on or get a focus on. It was kind of weird. There's a film of us; we were playing one of those gigs and they cut in a set of us into a broadcast of Farm Aid that year. It looks like we're in an empty stadium or something. We're not. It wasn't empty at all. It’s just the way it was shot it just looks like you're playing in limbo.

You mentioned Chronicles. One of the things Bob writes in there is that you specifically were asking him to do more obscure songs. I think he said he would come up with some lame excuse not to do them, at least early on. Did that ring a bell?

Well, I'm always annoying. I would say the same thing to Tom: "There's this great song on the second record, Tommy, it's fantastic, let's do it." Usually, he wouldn't, because he wanted people to hear what he felt they came to hear. [With] Bob, I was probably being annoying. From what he said in Chronicles, in retrospect he thought I was right. That doesn't mean he doesn't think that I was being annoying.

He did play obscure stuff, because he was playing stuff off of Saved, and a little bit of stuff off of Shot of Love. That was pretty obscure. In his solo set, he'd go back and maybe play “To Ramona.” He'd definitely play the great acoustic songs like “Masters” or, good lord, “Gates of Eden.” He did these breathtaking renditions of “Girl from the North Country.”

As far as going deep into the catalog, I don't know that on the Australian tour he did, but on the last tour, the European tour, was when he said, let's do “Tomorrow Is a Long Time,” let’s do “Hattie Carroll.” That kind of thing.

Yeah that last tour, the '87 tour, I think he wrote he was a little more open to your suggestions.

Yeah. You know, I didn't try to get close to him, because I don't think that I was qualified for the experience that was going on around me, to really take it in and appreciate it. I didn't shy away from him, but I didn't just go up very often and go, "Hey Bob, how're you doing? Did you sleep well?" I basically knew him as the guy who was leading the whole thing, whose songs we were playing.

He's always been terrific to me. I haven't had run-ins with any side of Bob that wasn't pretty much kind, unless he's frustrated trying to get a certain sound and I’m not figuring it out. In the studio, he generally will kick me off of the piano and play piano himself and tell me to go back to the organ. Well, nobody plays piano like him! I can't. I certainly can't.

It's his primary instrument in some ways, especially live. It has been for 20 years.

He started out as a piano player.

That's right.

In the studio one time, we'd been learning “I’ll Remember You” off of Empire Burlesque. He was showing it to me on the piano, and I couldn't get the voices and the feel of exactly what he was doing. That's never been my strong suit. I just finally said, "Bob, why don't you play piano on this?" For a minute he said, "No, you can get it,” then he realized he should play piano. He should always play piano if he wrote it on piano, because he's a very cool piano player.

One other Chronicles question. I'm sure you remember the section about this show in Locarno in 1987 where he steps up to the mic and the words aren't coming out, then he finds another way of singing. He paints it as this pivotal moment, pointing him out of a rut. Is this something that was apparent at the time?

First I heard about it was when he wrote about it. Locarno, to me, was not a happy experience. It was outdoors, it was drizzling. There had been some kind of kerfuffle or fight amongst the band. I mean, not physical fight, but some kind of unpleasantness among the band before we went on. I broke out in hives on my hands. It was a miserable show for me. The circumstances, the rain, the fact that my hands were constantly itching and I'm trying to play the piano, the fact that there was whatever small thing there was backstage with the band. I had no idea. I had no idea.

I knew that he had not seemed happy since the rehearsals for the European leg. He was like, “We're going to learn ‘Frankie Lee & Judas Priest.’” I'm like, "That's great!" But the way we learned it was he sat and played rhythm guitar, did not sing. He played the pattern, which is the same throughout the song, for way longer than the song would have lasted.

It struck me that he wasn't happy. It struck me that it wasn't going to be a good tour. I actually asked our manager, "Can you get me out?" He said, "Don't be ridiculous, Ben. It starts in a couple of days." I was also extraordinarily messed up on drugs and alcohol at that point, so that colored it.

That tour, it started off kind of great. Like I said, I was a disaster, but [The Heartbreakers] had some PR thing that we were doing for MTV Europe in Cairo. Bob was there but he didn't play. Then we played Tel Aviv, we played Jerusalem, we played in Switzerland. We went through Italy, where I had never been and the Heartbreakers had never played, and there were some great shows. Really terrific shows, but it wasn't the best of times.

In retrospect, I think about it like this. I think about Sweden and him saying, "Let's just play ‘Tomorrow Is a Long Time.’” “‘Lonesome Death of Hattie Carroll,’ just you me and Mike.” The fact Roger McGuinn was on the tour; McGuinn would open playing a solo set, then we would come on and join McGuinn for a couple of songs. McGuinn was so terrific, he was such a wonderful guy to travel with. We started our career opening for McGuinn. We opened for Kooper, and we opened for McGuinn. Those are the first two people we opened for, and they're both heroes. Now McGuinn's on the tour, and McGuinn has history with Bob, and our extreme love for McGuinn and the Byrds, and so I can't look back and go, "What a horrible tour."

He did say in Chronicles, he couldn't find it, and that at the end of the tour in Locarno he cracks the code. Which is wonderful. I've seen comments from people who saw some of those shows and thought that we were terrible, and comments from some people who thought that it was marvelous. Kind of like you hear from anybody who goes to see Bob these days. I think he's playing great.

You have the splashy finale of the whole thing in Wembley. Four nights with George Harrison and Ron Wood and various people. Is there talk of more after that? Is it known that this is the grand finale?

I didn't think that it was a grand finale at the time. I wasn't told "We're never doing this again." I always had to live day-to-day on any kind of thing. It's like, “Are the Heartbreakers going to tour again, or are they going to break up?” “Is Bob going to call us to tour again? Gee, I hope so, but I hope that it's happier.”

Wembley is where— I'm not trying to make this about me, but this is my perspective. I was barely taking drugs or drinking on that tour. I was taking my sleep medication only at night, although I'd take twice as much, and I think I had some cocaine three times over the course of the seven weeks. And then I crashed into drug abuse the last three shows. I started drinking again after not drinking for seven weeks, and I drank a lot, so I kind of had a nervous breakdown in London. When the hurricane came and uprooted a giant tree next to the hotel we were at, and the Wilburys were kind of forming and all this stuff was going on, I was having a nervous breakdown.

It was still a good gig. I mean, I was not having a nervous breakdown on stage. Harrison came, you know, and Jeff Lynne came. George had been talking about something, I thought he said wanted to have a band called The Trembling Wheelbarrows. But he had said Traveling Wilburys. It was some idea that he had in his head, I don't think he had cast it yet. There's a photograph because I think it was Tom's birthday. There's a photograph of, with a cake, Tom, Jeff, George, McGuinn, Campbell, and me. Crazy, right?

Yes, four out of five Wilburys, already there together.

*L-R: Dylan, Petty, Tench (in back), McGuinn, Campbell, Harrison, Lynne*

So I enjoyed those shows. Just offstage, I was a wreck. I came home and hit bottom and cleaned up.

I would like to have continued to work with him. Elliot Roberts called me up and asked me to do a tour with him after he was done with the Dead and the Heartbreakers. I had just gotten sober. I was like 90 days sober and I didn't trust myself to get on a tour bus and be alone in a hotel room, so I didn't do it.

This would have been the early Never Ending Tour, '88, '89?

Yeah. Playing with him on those tours.

Bob Dylan, he's a guy with an extraordinary gift for storytelling, for songwriting, for not standing still artistically. Not repeating the same sound, not repeating the same style. Bob, if you pay attention to the last record, it's the real thing. It's the top-notch real thing. “Goodbye Jimmy Reed” - Jimmy Reed indeed! Not to mention “Murder Most Foul” or “Key West” or “Crossing the Rubicon.”

Did you play on “Jimmy Reed”? I couldn’t tell if there was organ on that.

I didn't play on “Jimmy Reed.” I played on “Key West (Philosopher Pirate)” and “Murder Most Foul.” I played organ on both of those. I was trying for this ambient thing. I didn't have my gear, so I asked Chris [Shaw] the engineer to try to fake it. On there, it's ambient. You think it’s the reverb, but it’s actually the Hammond.

Those are two long songs, too.

Yeah, they're two beautiful songs. It was wonderful to see Bob. It was wonderful to see the guys in the band. I knew everybody in the band. George Receli was not on drums anymore. I know George, but I knew Matt Chamberlain too. I've known Charlie Sexton for years, I've known the rest of that band for a long time, Tony Garnier and Bob [Britt]. And Blake Mills was working with him too, and Blake is a really good friend of mine. He's a brilliant musician.

[When I first arrived,] I sat outside the control room and had a bite because they were working and they didn't want anyone who wasn't working in there. When I went in, they played me back a few things, I don’t remember, it may have been “Crossing the Rubicon.” I think he said, “Play Benmont that other song. Don't play him the whole thing, it's really long.” It was “Murder Most Foul.” It was gorgeous, really gorgeous, and they did play me the whole thing.

I played on “Key West” that day, and that was it. Then a few weeks or a month later, I got another call to come back down. I had heard a knockout version of “Murder Most Foul,” and then, after I heard it, they put Fiona Apple on piano. He wanted Alan Pasqua to play some additional piano and me to play some organ.

So I got to go down and do that song, not in an overdub of keyboards, but with Bob and me and Blake and Alan. Somehow we played to the previous take, because there's no time on that song. It was some kind of alchemy. We just played and watched Bob like a hawk for when to move.

Did you mean the previous recording was playing as you performed? Or was it just you, Alan, Blake, and Bob?

No. We didn't do like a bare take of just the three of us and Bob. It was alchemy, because it was [playing] along with something. Blake couldn't have made all that sound on the harmonium. But when it's there on the final thing, it's everybody in Bob’s band and Fiona and us. It was gorgeous. What a lovely thing to work with him again, and be so relaxed and just get a chance to go, "Okay, I'm going to try to do my best on a song for Bob" again, after all that time.

You can read about Bob's life, and you could pay attention to what he says, and you can learn from it, [but] when you play music with somebody of that caliber, you learn something entirely different. It can only be passed on by that person. And those of us who have the opportunity to play with that person can pass on what we took away, but we only each take away a certain part of our experience with someone like that. Long may he live, because he's something else.

One random question before I let you go, "were you on the song “Cross the Green Mountain” as well?

Yes, I was on that session, absolutely. 2002-2004 or something. I have not heard it in so long. Where did you find it? Was it on the soundtrack? Was it on YouTube?

Yeah, it was on the soundtrack of the Gods and Generals film thing. He never put it on an album.

That was one of the ones where it was very notable that he showed us on piano. I started playing on the piano. I think I may have said, "Why don't you play piano?" It took a long time to get it, but we got it. Yeah, I was on that. I need to listen to that again, because I remember thinking it was a beautiful song at the time. He knows a lot about that war. He knows a lot about a lot.

The other thing touring with him was, the rehearsals for the '87 Temple in Flames tour, when he played over and over again the chords for “Frankie Lee and Judas Priest,” he also would be playing something beautiful just in the corner. I'd say, "What's that?" It was like a Child Ballad or something from the 18th century or 19th century.

I got the Harry Smith Anthology of American Music or what it was called. But the songs that he was playing, they weren't on that. Everybody of his genre in his generation in that scene, had that record, and learned the songs from that record, but he didn't do them like that. He went somewhere else. There are songs that are on the two records he made, World Gone Wrong and Good As I Been to You, that are on that anthology I think, but they aren't like the way that Bob does them. He took them somewhere else. He really took them somewhere else. That guy, oh my God. I know I'm rambling, but I could ramble forever about him.

It sort of kills me that they didn't release a proper live record of especially that '86 tour. He released one of the '84 tour and then he released one with the Dead that pretty much no one likes. Probably just a business thing but it's too bad there's not an official—

It was recorded for the film, for Hard to Handle. It was really well recorded. As you can tell, they were good performances. I don't know, maybe it's just it's too familiar in the arrangements. Maybe that's why he never put it out. Maybe he's like, "I don't want to sound like a nostalgia act. I don't want to sound like I'm covering my own song." We weren’t slavish, but if I'm playing “Rolling Stone,” I'll be playing that organ riff! I don't know why that's never come out, but maybe one day it will.

I had a hell of a time. Learned a lot, had a hell of a time. Bob’s played with a lot of people. I expect he had the same meaning for all of them that he had for us. It was a joy. It was a joy on Rough and Rowdy Ways too. Every time you're around him, something's going to happen.

Thanks to Benmont for taking the time to talk! His first solo album, You Should Be So Lucky, came out a few years back and includes a cover of Dylan’s “Duquesne Whistle.”

1986-02-05, Athletic Park, Wellington, New Zealand

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Update October 2022:

Preorder my book Pledging My Time: Conversations with Bob Dylan Band Members, containing this interview and dozens more, now at Indiegogo!

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