S8E2 I Won't Back Down

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Length: 21:50 - Release Date: July 12, 2023

As it does with so many people, this song resonates with me in many different ways and has become part of my general outlook on life. For me, it’s less a combative thing and more about holding firm to certain principles. Loyalty. Decency. Humility. All big words and and big ideas generally, but they are important and they’re important to me. Maybe this is not a unique association that I’m making, but it’s one I feel keenly and one that I think is expressed more concisely than in any other song I’ve ever heard.

Listen to the song here: https://youtu.be/nvlTJrNJ5lA
Check out Lucinda Williams' version here: https://youtu.be/S6ezmBtmvUs
Go watch Barnyard! But also, listen to Sam Elliott's version here: https://youtu.be/pdyRPjv-G14

Album version

Lucinda Williams' version

Barnyard version


(* Note - the transcript is as-written before recording. I usually change a few sentences or words here and there on the hoof as I'm speaking.)

Good morning, good afternoon, or good evening, my fine friends. Welcome to the second episode of season eight of the Tom Petty Project Podcast! I am your host, Kevin Brown. This is the weekly podcast that digs into the entire Tom Petty catalog song by song, album by album and includes conversations with musicians, fans, and people connected with Tom along the way. 

Before we dig in, I wanted to shout out a few podcasts that you might be interested in checking out. First of all, over on the Deep Dive Podcast Network, definitely check out And The Podcast Will Rock with my friends Corey and Mark covering the Van Halen catalogue. You should also check Corey’s show Back Tracks: Aerosmith that he co hosts with John Mariano and my former guest Scott Haskin as well as his third show, Back Tracks: Theme Music. All shows that I listen to every week and just absolutely love. Also, please check out the Honest and Unmerciful Record Review Podcast with my pal Pete Nestor and his bestie Brian Ruskin. They just did a two-parter covering the behemoth that is Abbey Road and did a superb job of dissecting it. If you wanna just drop in on two brothers talking about anything that comes to mind, please check out the SeanGeek and FastFret podcast - they’re just great lads and insanely talented musicians! If you want more music, check out the Misty Music Podcast, hosted by David and Lucy. Each week they pick an album that the other person hasn’t heard and they dig into it. I’ve discovered a few great albums already on that show and love the chemistry between the two of them. Another one is a newish show called Weirdies (listen to the first episode to learn the wonderful reason for the name of the show) hosted by the brilliant Paul Moody, where he digs into old horror movies. I’m not particularly a horror fan to be honest - I don’t love being scared, but the older ones tend to be less scary and, frankly, better written by the jump scare slasher genre, so it’s been fun going back and watching some old movies then listening to Paul talk about them. Last one I want to shout out is the amazing Eric Senich who hosts the Booked on Rock podcast. Every week Eric talks to an author about a rock n roll, or generally music, book they’ve written. He also has on other guests and I’ve been lucky enough to guest on his podcast to talk about the many Tom Petty books that are out there in the world. Eric was the guy who put me onto the brilliant Ivan Anderson and he’s also a major contributor to the Van Halen News Desk. His musical knowledge is, frankly, intimidatingly broad and deep. Wanna talk rock n roll with someone, you talk to Eric Senich! 

Anyway, I just wanted to shout out some friends and other podcasts that you should listen to, but we should get back to the reason you’re listening to this podcast. If Free Fallin opens Full Moon Fever with a right hook, track two hits you with an uppercut and puts you on the canvas. We’re talking, of course, about Tom’s anthemic battle cry, I Won’t Back Down.  

[audio of Tom dedicating the song to Jon Scott]

Those were the words that Tom spoke at his very last live performance with the Heartbreakers on September 25th, 2017 at the Hollywood Bowl in Los Angeles. Such a beautiful touch to honour his friend in this way during the last night of the 40th anniversary tour. Of course, he didn’t know that this would be his last performance, but the band had been considering whether or not to continue touring and even if Tom hadn’t passed away later, this could still have been the last performance of this song. The reason I’ve started this episode with this clip is that before we start talking about the song, we should talk about why it’s such a huge anthem. Last week’s episode covered another gigantic anthem in Free Fallin, but where Free Fallin is a flight of fantasy with a big push into the chorus, I Won’t Back Down has anthemic bones. It resonates across generations, nationalities, class, gender, and race. Most people can relate to suppression or oppression and the song has naturally become a rallying cry for sports teams, artists, and more problematically, politicians. I don’t like to reference the orange baby in a podcast, but of course when Trump used the song in his 2020 campaign, the Petty estate issued a cease and desist letter stating that “Tom Petty would never want a song of his used for a campaign of hate. He liked to bring people together”. This speaks to the other quality of this song. It really is a unifier. The Florida Gators have, since 2017, famously sung the song during the break between the 3rd and 4th quarters of their home games. When the song is being roared out by eighty eight thousand impassioned Floridians, the explicit “I” becomes an implicit “We” and the song transforms 88 thousand people into one formidable whole. The only other song I can think of that has this effect on this scale is We Are The Champions. 

That song (and its companion piece We Will Rock You) however were specifically crafted to be stadium anthems, where the story behind the writing of I Won’t Back Down is far simpler and far less deliberate. In Conversations with Tom Petty, Tom tells Paul Zollo, “While we were mixing Free Fallin, we wrote I Won’t Back Down. Jeff and I did, in a little booth in the studio. I could actually see into the control room. I could see them working on the mix. So we went in next door, where the piano was, and came up with that. We came out really excited. It was hard to keep our mind on the mix because we already wanted to cut this other song”. Quite the way to spontaneously come up with a lead single for an album that would eventually reach #3 on the Billboard chart. Tom goes on to say “I played the piano. Jeff had the melody for the verse, and then I came up with the main riff. We got together and with all this synergy, we pretty much finished the song. All but one line.” We’ll come to that one line later, but without further ado, because there’s been quite a lot of ado to this point, let’s get into the song. 

This is a guitar song. No question. Like Free Fallin, there’s a soft synth pad that underpins the whole thing. Last week I used the expression “sonic glue”, which I feel I must have stolen from somewhere or someone! My friend Pete Nestor, from the Honest and Unmerciful podcast commented to me that it sounds like a great band name! Maybe we’ll start a long distance musical collaboration and that’s what we’ll call it. What say you Pete??? But the guitars are where the hooks are in this track. To borrow a line from Prince, Mike Campbell’s slide guitar tone is filthy cute and baby he knows it. It’s such a simple, restrained part that just kicks the song off on exactly the right note. 

The rhythm guitars are panned left and right and are two separate guitar parts played very slightly differently and with different tones. This use of stereo mixing really works well here and adds a width to the song that it would lack if there were only one guitar part. A very simple descending riff that starts on the Em, down to D, down to G. So by starting on minor 6th instead of the root chord, we get that really moody atmosphere that this riff has.

Again like Free Fallin’ we have a combination of live and programmed drums here. The metronomic hi hat is certainly programmed and I think that the kick probably is too. You can tell the cymbals are live because sampled cymbals sounded really bad back in the eighties and you’d hear them a mile away. The snare I’m pretty sure is also played live because on those snare and tom fills into the chorus, you can hear the difference in the attack and decay as it builds. The bassline for the track never changes the entire way through each section and is a simple muted bass playing the root notes.

The intro is incredibly short too. Nowadays, the lyrics to a pop song come in within the first 6 or 7 seconds, but back in the 80s and 90s, you were still allowed to have an 8 or 12 bar intro and no-one would get bored and switch channels. But this song cuts to the chase immediately. And lyrically, it hits the mark straight away too. “Well I won’t back down. No, I won't back down.”

We’ve talked a fair bit about Tom’s ability to write very economically but this song is probably the best example of doing an absolute ton with very little. Through this first verse, the bass thumps out those root eighth notes, the drums are playing a razor straight backbeat, and the electric guitars are again, just marking the chord changes without adding in too much. There’s a slight change on the second part of the verse, where Tom sings “You can stand me up at the gates of hell” where you hear some brighter treble accent notes, but more or less, this is a very safe, familiar groove that we find ourselves in.

We then get those eighth note tom and snare notes, four of them, which lead us into the chorus. And this is where the song just explodes. There aren’t any big crunchy power chords here, rather we get acoustic, possibly 12 string, and a beautiful arpeggiated open G fifth chord that rides over top. We still have the electric guitars in there, which stab on the harmony “I won’t back down” response vocal. So we have a lot of layered guitar here. But it never sounds cluttered or overblown, just rich and warm. The other thing that propels the chorus is the sensational multi-part harmony vocals which accompany Tom’s brilliant lead line. Thes vocals were provided by Tom, Jeff Lynne, Heartbreaker Howie Epstein, and a guy named George Harrison, who you may have heard of. The effect of all four voices together is this euphoric surge of harmony and passion. HEY BABY! 

In a 2010 interview with Mojo magazine, Tom says “At the session, George sang and played the guitar. I had a terrible cold that day, and George went to the store and bought a ginger root, boiled it, and had me stick my head in the pot to get the ginger steam to open up my sinuses, and then I ran in and did the take.” Again, incredible to think that this exquisite vocal was done while Tom was sick! In addition to playing medicine man, Harrison would also provide a key piece of honesty that would also change the song for the better. Where Tom sings “There ain’t no easy way out”, Tom recalls that the original line was “I’m standing on the edge of the world”. Harrison’s comment according to Tom was “What the hell is that? Surely there’s got to be something better than that” so Tom came up with “There ain’t no easy way out.”

The song is one of only three contributions that Heartbreakers other than Mike make during the album. According to Tom, Howie wasn’t keen at all on Free Fallin and asked Tom if he really needed him to play on it. Tom’s response was “If you don’t like it, I don’t need you!” In Conversations With Tom Petty, Tom suggests that this was the moment he decided that this would definitely be a solo album. You can understand why his other bandmates, Stan, Howie, and Benmont would be irritated by their friend and bandleader choosing to record with someone else, but for Tom, working with Jeff Lynne would have a seismic and long lasting impact. A Tom tells Paul Zollo “Jeff was just a genius in the studio. He made things that had seemed really difficult seem so easy all of a sudden. He taught me a lot. A lot about singing. A lot about harmony. A lot about arranging. Everything.”

Coming out of the chorus and into the next verse, there’s an addition of a lightly strummed acoustic guitar to the mix. Not too much change, just a little more texture to the part we already know. Heading into the second chorus, we again get those brilliantly dragged syllables, on “won’t back down”.

After this chorus, we get the guitar solo, which is played over the verse chord progression. Again, just a beautifully understated solo from Mike which sounds more crafted than improvised. In Warran Zanes biograpgy, Petty, Mike says; “I don’t usually work out a guitar part in advance. I put the track up, get a sound, and start playing along with what I’m hearing. Jeff doesn’t do that. He works out a part. We needed a guitar part here or there and Jeff would go home and work out parts. He’d come in the next day and say “Have you got any ideas for this?” And I didn’t have any ideas until I was playing along. Se he’d go “Well I have a couple”. Mike then finishes by saying “By the second song we did, you better believe I came in with some ideas!” Brilliant!  

Alright folks, It’s time for some Petty Trivia! 

Your  question from last week was this: Westside Pavilion, which is the mall featured in the video for Free Fallin, is now named Westside One and used to mainly house which tech giant? Is it a) Microsoft, b) IBM, c) Google, or d) Amazon?

Westside Pavillion is now named One Westside and is now the home to….. Google! The site was originally occupied by a mini mall known as Westland and a free-standing May Company building that was later incorporated into the mall. Part of the mall also occupied the site of the Pico Drive-in movie theater - which was located there from 1934 to 1950 - and is considered only the fourth drive-in in the United States, and the first in California.

The Westside Pavilion was designed by The Jerde Partnership, the coordinating architectural firm of the 1984 Olympic Games, with a bold modern design of orange, lavender and green accent colors in geometrical shapes, evoking a Parisian shop-lined street.   It was constructed at a cost of $90 million, and opened on May 31, 1985. As well as being the location for parts of the Free Falling video, it was also featured in the 1995 Alicia Silverstone movie Clueless and TC shows such as Dexter, Modern Family, and Chuck. But the Free Falling video is still the main reference point for most people when thinking about this location.

Your question for this week is this: I Won’t Back Down was the second song covered by Johnny Cash on his third American Recordings album. Which of the following artists was also covered by Cash on this record? Was it a) Neil Diamond b) Soundgarden, c) Nine Inch Nails, or d) U2?

OK, back to the song. After the solo, the song repeats the chorus twice, replete with glorious harmonies and a ton of guitars and simply wonderful ending. I can guarantee you that 99.99% of songwriters and producers would have ended that song with a big crash cymbal and kick drum hit along with a big brazen distorted guitar chord. Probably fifty percent would have just faded the track out. What we get instead is the final root G chord on electric and acoustic chord, with Tom’s final “Down” brought up in the mix slightly to really punch it home. Very, very clever. 

Lyrically, this is one of Tom’s least dense songs. It’s also repetitive in the sense that he sings the line “I won’t back down” is repeated over and over, but the lines that separate the repetition add so much to the song that it never feels like it’s too repetitive or too much. 

"You can stand me up at the gates of hell,     And I'll keep this world from draggin' me down

Well I know what's right, I got just on life,     In a world that keeps on pushin' me around"

And then the chorus. Hey baby, there ain’t no easy way out. I’ve coached youth soccer now for the better part of sixteen years and one thing I’ve always told my players is that bravery is not about never being scared, it’s about being scared but doing it anyway. I can’t remember if I’ve said that before on the podcast, but hey, a little repetition is OK, right? The sentiment really does apply here though. There ain’t no easy way out, BUT, I’m gonna stand my ground. And I won’t back down. It’s a line so simple, you almost can’t believe that no-one has come up with it before!

For his part, Tom wasn’t sure about putting the song out because the lyrics were so unambiguous and direct. Having been the subject of an arson attack which he and his family could have easily perished in, Tom’s push back against his attacker is an easy association to make with this track. Luckily, George Harrison came to the rescue again. In a 2005 Billboard interview, Tom explains ““It was George Harrison that put it over the top. He he took me aside and said, ‘This is really good, I really like this song.’ And then I thought, ‘Well, if all of them like it, then I’m going to put it out.'”

Despite their initial misgivings about Tom taking on a solo project, the Heartbreakers would go on to play the song almost very night in concert after its release. The 645 times it was played live according to setlist.fm makes it the joint third most frequently played track in the catalogue. It has also been covered live by artists such as Bon Jovi, Pearl Jam, Zak Brown Band, KT Tunstall, and Imagine Dragons. The song has also been covered over 60 times by various artists, including Lucinda Williams, Johnny Cash, and rather surprisingly, Sam Elliott, who sings the song in character in the animated movie Barnyard. If you haven’t seen the movie, I recommend giving it a go and waiting for that part of the story. It’s superbly done and Elliott rather talk-sings as he’s most definitely not a vocalist. But it’s the rawness of that version that works. I’ll leave links to those two covers in the episode notes. 

The video for the track features not one, but two former Beatles, along with Tom, Jeff Lynne, and Mike Campbell. Ringo Starr sits in on drums, despite it being Phil Jones who actually plays on the studio version. This little addition of Ringo provides a little levity by clowning around with a globe. He also clearly hasn’t actually learned the drum part fully for the video shoot as, several times, he’s playing cymbals that simply aren’t in the mix. I love that that was left in though and you get this odd mix of a very powerful song with a very playfully whimsical video; George Harrison just leaning on Jeff Lynne’s should for spell….

We can’t talk about this song either without talking about in quotes, the Sam Smith incident. In 2014, Smith released his #1 hit Stay With Me. Comparisons were very quickly drawn with the melody in the chorus from this song and the chorus in I Won’t Back Down. Smith claimed that he had never heard I Won’t Back Down. Being a 22 year old musician at the time, it’s hard to believe that claim, but after Tom’s publishers contacted the Smith camp, an agreement was quickly reached to give Tom and Jeff Lynne a 12.5% songwriting credit for the track. Tom for his part was completely understanding of the situation, saying “All my years of songwriting have shown me these things can happen. Most times, you catch it before it gets out the studio door, but in this case, it got by. Sam's people were very understanding of our predicament and we easily came to an agreement.” Such a classy way to approach the issue.

OK PettyHeads, that’s it for this week! 

I’m writing this episode on my fiftieth birthday and hitting a milestone like this seems to have put me in a reflective mood, so in some ways, it’s quite fitting that the song I’m covering today is I Won’t Back Down. As it does with so many people, this song resonates with me in many different ways and has become part of my general outlook on life. For me, it’s less a combative thing and more about holding firm to certain principles. Loyalty. Decency. Humility. All big words and and big ideas generally, but they are important and they’re important to me. Maybe this is not a unique association that I’m making, but it’s one I feel keenly and one that I think is expressed more concisely than in any other song I’ve ever heard.

A lean 2 minutes and 56 seconds of pop perfection, I Won’t Back Down is, of course, a 10 out of 10.


Petty Trivia

QUESTION: I Won’t Back Down was the second song covered by Johnny Cash on his third American Recordings album. Which of the following artists was also covered by Cash on this record? Was it a) Neil Diamond b) Soundgarden, c) Nine Inch Nails, or d) U2?

ANSWER: This was a bit of a sneaky, dirty pool question because Cash covered songs by all four artists in his American series and two of them appear on the same album! The answer is…… U2 annnnd Neil Diamond! His cover of One, from U2’s Achtung Baby appeared, alongside I Won’t Back Down, on the third American series record. ALso on that album was his cover of Diamond’s Solitary Man. Cash added his rendition of Rusty Cage, by Soundgarden on Unchained, the same album on which he covered Southern Accents.  His iconic cover of Nine Inch Nails’ Hurt was from the fourth record, The Man Comes Around. Again Tom and the Heartbreakers would play as Cash’s band for his cover of I Won’t Back Down. Of course the friendship that Tom stuck up with one of his heroes would later lead to one of Tom’s best opening lyrics. But we’ll get to that when we get to it!


Well I won't back down, no I won't back down
You can stand me up at the gates of hell
But I won't back down

Gonna stand my ground, won't be turned around
And I'll keep this world from draggin' me down
Gonna stand my ground and I won't back down

Hey baby, there ain't no easy way out
Hey I will stand my ground
And I won't back down

Well I know what's right, I got just on life
In a world that keeps on pushin' me around
But I'll stand my ground and I won't back down

Hey baby there ain't no easy way out
Hey I will stand my ground
And I won't back down
No, I won't back down