S9E1 Learning To Fly

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Length: 27:55 - Release Date: October 25, 2023

When Paul asks Tom to confirm that the origin of the song is him hearing a pilot say that learning to fly is easy, but coming down’s the hard part, Tom replies “True. That was the inspiration and I took it from there. Jeff and I wrote that together.” He also comments that it was written pretty quickly, saying “I think we wrote it in an evening. It came quickly because I had written most of the words and I had gotten a tune in my head. We sat down and spent a whole evening on it. But that’s fairly quick, if it comes in a day or two.”

Sometimes, the best way to write a great song is to not overthink it. I'd argue this is the greatest gift that Jeff Lynne gave to Tom Petty, because it changed everything from this point forward, directy or indirectly. Tom tells author Paul Zollo “That’s been one of our most popular songs. We still get a lot of requests for that in movies, and people always want to hear it in the show. People embrace it.”

Today’s episode covers the lead track from "Into The Great Wide Open", Learning to Fly.

You can listen to the song here: https://youtu.be/s5BJXwNeKsQ 

If you want to the live version from Gainseville in 2006, check it out here: https://youtu.be/4p_f7Df2-oM 

Here's the live version from 1994 at the Shoreline Amphitheatre in Mountainview, CA that I talked about with Benmont's amazing piano part: https://youtu.be/KxTnlCEsUWY 

And if you want to check out the final performance of Running down a dream, you can find it here: https://youtu.be/SnOOYrPkVYk

Official video version

Live version from 2006 in Gainseville

Live version from 1994 at the Shoreline Amphitheatre in Mountainview

The final performance of Runnin' Down a Dream


(* 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 very first episode of the ninth season 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. 

Season Nine already! Wow! Before we dig into social media, a couple of Tom Petty notes. This past weekend was the annual Tom Petty Weekend in Gainesville, Florida and I immensely enjoyed seeing everyone’s photos, videos, and stories online. I simply couldn’t afford to go this year, but have next year in my calendar in black marker, so I will definitely see you all there in 2024! I’m thinking that I might try to put together some sort of episode to recap the weekend and grab some interviews and quotes with people who there, especially the performers. Hey, I might have to get Paul Zollo, Jeff Slate, and Jake Thistle back on a call to chat about how the weekend went for them! 

The other exciting news, for me at least, is that the new reissue of Mojo has shipped! So my red vinyl copy is winging its way across the continent to me as we speak! I also picked up a Gators game day tee from the store which arrive last week and which I now have to lose enough weight to fit into!!! Along with the re-issue of mojo shipping, the estate also released two previously unheard tracks from the Mojo sessions. I’m starting to suspect they just keep adding songs to my to-review list to test my stamina! They also released another track from the Wildflowers sessions. The two Mojo outtakes are a cover of Sonny Boy Williamson’s Help Me and an original titled Mystery of Love, which definitely has that Mojo swing to it along with Scott Thurston’s filthy harmonica and a surf rock guitar lick from Mike Campbell! The new Wildflowers-era track is titled “What’s the Matter with Louise” which is a fun little 60s style rock n roll song. It’s another track that you can understand not making the final cut, but another track that is so much fun to listen to and shows Tom at his relaxed, carefree best. I’m starting to think that there’s more from Mojo coming. The focus on Mojo reminds me of Wildflowers and all the rest being released. I’m commented about this online before but my main hope is that they have  a mini or full documentary coming with a package of some extra tracks. In an interview that was released by Rolling Stone this past weekend, Tom remarked on the recording process for Mojo, saying “We started to have such a good time recording that we finally had to just force ourselves to pull the plug on the thing because it could have just gone on and on and on. And I thought, I hate to stop. But we had so much material mounting up. It’s coming easy. No struggle. If I didn’t have a tour coming up, I would probably just stay in the studio. I’m enjoying it that much.” This sounds to me like Tom saying that they left a fair bit on the cutting room floor and as fans, we’d always love to hear those discarded takes or songs. So there’s my little prediction. I reckon in the next couple of months, we might find out that we’re getting more Mojo. Morejo if you will!

Over on Facebook and Twitter, I’d posted an AI-generated image of Tom as he may have looked at 73. I chose to try to have the AI render him with a guitar and a studious look on his face, because Tom Petty was first and foremost a songwriter for me. And he’s become my favourite songwriter of all time. I didn’t think anyone would or could ever knock Lennon and McCartney off that perch and I’m not arguing that Tom was quote unquote better, but he’s definitely become my favourite during the course of this podcast. 

OK, that’s enough social media for now. The last episode of last season covered a song that isn’t universally loved in the Tom Petty catalogue. Today’s episode I’m pretty sure is one of the MOST universally loved. It’s the soaringly wonderful Learning to Fly. If this is your first time listening to the podcast, I don’t play the song, or clips from the song, in the episode itself in order to avoid things like copyright issues or getting on the wrong side of the Petty estate. If you want to give the song a listen before we dig into it, there’s a link in the episode notes!

Learning to Fly will always hold a special place in my journey into Tom’s music. It is, or certainly was for the longest time, my youngest daughter’s favourite Heartbreakers song and it’s also the first cover that I heard Jake Thistle perform, which made me instantly want to find out more about this young kid who was inhabiting the very bones of this song that was at least twice as old as he was!

We’ll talk about this record in more general terms in the season wrap with John Paulsen, but in his biography, Petty, author Warren Zanes comments on the issues that Full Moon Fever and Into the Great Wide Open caused within the band and especially with drummer Stan Lynch. He writes “Though some viewed putting the Heartbreakers together with Jeff Lynne… as a failed experiment, Into The Great Wide Open had songs that would appear and reappear on the Heartbreakers set list. Learning to Fly would always have a home in the live shows.” This statement is bourne out when you look at the stats. The track is the 10th most performed song that Tom wrote, at least according to SetList.fm. Coming from the ninth album he wrote, 15 years into his career and some of the hits he wrote before and after, it’s telling that this song was never far away from the top of the page when the Heartbreakers were putting together the set list for a tour. I think there are several reasons for that but one of them is the sheer popularity of the song. In Conversations With Tom Petty, Tom tells author Paul Zollo “That’s been one of our most popular songs. We still get a lot of requests for that in movies, and people always want to hear it in the show. People embrace it.”

When Paul asks Tom to confirm that the origin of the song is him hearing a pilot say that learning to fly is easy, but coming down’s the hard part, Tom replies “True. That was the inspiration and I took it from there. Jeff and I wrote that together.” He also comments that it was written pretty quickly, saying “I think we wrote it in an evening. It came quickly because I had written most of the words and I had gotten a tune in my head. We sat down and spent a whole evening on it. But that’s fairly quick, if it comes in a day or two.”

Learning to Fly might be the simplest song Tom ever wrote. I and a lot of other people have commented on Tom’s ability to do a heck of a lot with very little. He didn’t often go for huge complex arrangements or songs with lots of different sections and intricate chord progressions. He tended to focus on melody and simplicity. When we talk about “a three chord song” or “a four chord song”, what we generally mean is that overall, there are only three or four -main- chords in the song. There may also be a few passing chords or one or two here or there that serve to move the bridge some place or add an intro or an ending or somesuch. But this is truly and completely a four chord song. And once we get into it, it’s astonishing that this song never flags or gets boring even though it is literally the same four chords, repeated in the same order, in the same rhythm, for four minutes and two seconds, which by the way, makes it the second longest of the tracks on his album. Those four chords are also the most basic you’ll find in any rock n roll song. Major 4th, root, minor 6th, major 5th. In this case, F, C, Am, G. It’s a progression that is a perfect fit for any amateur piano player, because you don’t have to play a single black note. That makes me wonder if this one was actually written on piano. C isn’t a key that most guitarists would write in, but there’s probably the key he ends up singing in that would come into play too. If you play this a full step up or down, it doesn’t “feel” quite right. Some songs have to be in certain keys and I think this might well be one of them. This one is a curiosity in the Heartbreakers catalogue too because it’s the only the second time so far that Mike Campbell is credited with singing backing vocals. Wait for this week’s Petty Trivia for more on that one! 

The song starts out with the dense wall of guitar sound we’ve come to expect from Jeff Lynne and that was pretty much ever present throughout the Full Moon Fever album. Three guitars again unless my ears deceive me. You get the acoustic guitar strumming the chord progression, then you have that beautiful clean electric tone from Mike playing that gorgeous, simple lead guitar line. You then have that arpeggio, played with the same tone. Now - Mike could be playing that arpeggio and the lead line at the same time, but I’m not so sure that he is. If you listen to live versions, I’m pretty sure that Mike is playing the lead with his slide and Scott Thurston is playing those arpeggiated notes. 

After four bars of that guitar intro, we get the drums cracking in with three note snare fill from Stan. And we have to talk about how much different that snare sounds to anything from the previous records Stan plays with. I actually wouldn’t be surprised if this is an acoustic snare with a sample laid over top of it. There is an Oberheim DMX drum machine on this track and I don’t think it’s the kick or the cymbals, so its most likely augmenting that snare sound, to give it that huge, rattly tone. The kick drum is definitely electronic as right in the credits for this song, you Stan credit with “drums w/o kick”. The drum beat itself, like the rest of the song, doesn’t move around too much, other than the bridge, when it takes the lead. It’s a pretty metronomic back beat with the hats on the quarter notes. I think there’s also some percussion in there and maybe that’s some shakers again possibly augmented by the drum machine. I do like to wonder what Stan thought of playing half the drum part. We know that this album in particular was a real wedge issue for him and when you’re being asked to play very unnaturally, as not playing the kick would be, I think that would definitely be a sticking point for a musician like Stan. During this section, you also have another guitar part added. It sounds like a single palm-muted note, or maybe the first and fifth note of each chord. It’s mixed quite low and it’s played very percussively to match the rhythm of the bass guitar, which again is just sitting on the root notes. Again, quite interestingly, it’s not Howie Epstein playing bass on this song, it’s Jeff Lynne. And again, I do wonder why that was and how it was received. It could simply be that Tom and Jeff wrote the song quickly, laid down some foundation tracks and found that they were good enough to use. Howie does provide backing vocals on this one though and played it a fair few times live throughout the following years. So we have Stan playing drums but not the kick drum, Howie singing but not playing bass, and Mike Campbell providing backing vocals during the choruses. Any other curveballs? Oh yeh, Benmont Tench doesn’t appear on this song at all! Now, I do think you can make a completely solid argument that there’s no room for a piano or organ part on this track as it’s arranged here, but when it’s played live, Benmont’s piano additions are, as always, tasteful and complementary. There’s a fantastic version of the song from a performance at the Shoreline Ampitheatre in Montainview, California in 1994 where Benmont plays just the most beautiful piano part for Tom to sing over, in the most stripped down version of the song that might be out there. Of course, in later years, this song was always played mainly acoustically without the big drums and big layered guitars, but that piano version is stunning in its impact just because of how well Benmont plays it. No Ben on the album version however so we shall say no more about it for now!

We get four more bars of intro and then Tom’s vocals come in. At this point, that trebly lead line that Mike is playing is dropped out so that Tom’s voice can be the focal point of the song. After Tom sings “All alone” there’s a beautiful big crash cymbal on the first beat of the next bar that shimmers through the guitar haze. This verse is a pretty straightforward with just those rhythm and bass guitars keeping time and the drums providing the foundation. And here’s the thing. Tom tells Paul Zollo, in Conversations with Tom Petty that he sang the tune in his head to Jeff Lynne, who responded “Let’s see what fits nicely underneath it”. So I think the simplicity of this song comes from Jeff recognizing that Tom had written a stunning lyric and not wanting to overcomplicate the arrangement and risk losing the impact of those words. “Well, I started out Down a dirty road. Started out All alone.” Another thing I go on and on about on this podcast is my admiration for how often Tom wrote a fantastic opening lyric. A lyric that quite often frames the entire rest of the song in one line or one idea. This is another shining example of it. And to be super geeky here, I think the word “Well” is incredibly important. You could easily just start with “I started out”, but the addition of well gives it a sort of… narrative feel. It sounds like an old man recounting his early life to his grandad, or someone speaking to another person rather than a piece of poetry. It’s conversational and it really draws you in. Then we get another all time fan favourite at the end of this verse; "And the town lit up The world got still.” In the Rolling Stone interview I mentioned earlier, Tom agrees when the interviewer asks if this song is about resilience and not be beaten by it. He says “Everyone has tragedy in their life. You can lay down and let the tragedy overwhelm you or you can fly above it.” There’s another way I think you can read this lyric too though. If you think about that entire first verse, he could also be talking about creative growth. About his journey to the top of the tree. He starts out down a dirty road, but then the town lights up and world gets still. To me that’s the most perfect metaphor for how an artist must feel every time they step onto a big stage, before the lights go up and that first chord rings out. That brief second of shared anticipation between the artist and the crowd just before the show begins, just before the magic happens. 

The song moves into the chorus without fanfare. Just that triple shot on the snare to signal a move into the next section. We hear the lead guitar come back in and we also get a percussive element added that I can’t really describe. It’s almost definitely a sample of some sort and sounds like a woodblock that’s been put through a ton of effects to make it sound almost nothing like a woodblock. It’s the cha cha cha cha - cha, with that last shot being on the three-and count in the bar. As a recap of that in case I haven’t mentioned it before, what I’m talking about there is the half beat between the 1-2-3-4. So, as a drummer, or really any musician, you count 1-and-2-and-3-and-4-and… and if you want to get more refined it’s 1-e-and-a-2-e-and-a… which gives you the sixteenth notes. So having that percussion that starts on the 4 in one bar and ends on the 3-and in the next bar is a neat little device that throws a slight syncopation into what is otherwise a very straight four-four back beat. . 

Again, the lyric in this chorus is so simple yet so incredibly powerful. So much so that you almost can’t believe that no-one else has ever come up with it. I’m sure those of you who are songwriters have had that awful feeling yourself where you write something and think “someone else must have written these words before”. Well, it’s sometimes the case but isn’t here. “I’m learning to fly, but I ain’t got wings. Coming down, is the hardest thing.” So as I was suggesting earlier, there’s a duality that you can read into these lyrics. Learning to fly without wings is a struggle, or a tragedy that must be overcome. Coming down is always hard no matter the context. But I think it perfectly encapsulates that sense that performers have of being out on the tightrope without a net during a performance and the elation and euphoria that can come with that, then the downer of the show being over, the lights going out, and the joy of the crowd fading. This particular part of the trade, whether it be musicians, actors, or comedians, can often be a huge challenge to deal with, so there’s layer upon layer in this incredibly simple analogy that Tom has lifted from a real-world practical situation. 

The next verse proceeds in the same fashion as the first with the only difference being that this is only eight bars instead of sixteen. Four lines instead of eight this time. We get another brilliantly evocative lyric in “Well the good old days might not return. “ There’s that “well” again”. And the rocks might melt. And the sea may burn” It’s the idea that the worst could happen but you have to find a way to transcend it. In my alternate reality, fame, or success, or creative inspiration can be fleeting. Not many artists could go back to the well as fruitfully and often as Tom did throughout his life. Many go back and find the well is dry and the bucket is empty. 

We head into the next chorus which again just repeats the first until the end with the addition of those harmony vocals answering Tom’s “learning to fly”, where we finally get a slight change… two more bars of that G major, the major fifth. The Heartbreakers have used this little trick a lot in the past but it was curiously absent on the last album, so maybe this is a subtle little concession from Jeff Lynne to make sure this is a Heartbreakers record, not Full Moon Fever part two. Even though it kinda is anyway! After this little two bar hang, we get a sensational slide solo (excuse the alliteration there folks!) from Mike Campbell. I talked on Runnin Down a Dream about iconic guitar solos and I’ll be perfectly honest, I think this is another one. It’s not as frenetic or face-meltingly impressive in that way as Mike’s epic closing jam to side one of Full Moon Fever, but I defy you to find a solo that is better written. Every single note is perfectly placed, it’s enough to be interesting but not too much as to be flashy, or overpowering within the song. And the tone. The tone is just completely gorgeous. Just the work of a musician at the absolute peak of his creative powers - a peak Mike sustained for an incredible period of time. And it’s a slide solo, which Mike hasn’t played a ton of to this point in the catalogue. You could play any number of styles of solo here but I don’t think you’d ever be able to top what Mike pulls off. Give this to Hendrix, or Allman, or van Zandt, or anyone, I don’t think they’re going to write a better part than this. In the Rolling Stone interview for Mojo that I referenced previously, Tom said of that record that “I really want to push Mike up to the front of the record. Because, I mean, I don’t know if there’s another guitar player any better than that.” So that was 2010. In 1991, I don’t think Tom had any different opinion of his friend and wing man. When you have someone that good, push them to the front of the record. It’s a no-brainer.

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

Your question from the Zombie Zoo episode last season was this: Which is the last song from Full Moon Fever that Tom played live as the main set closer at the Hollywood Bowl on September 25, 2017? Was it a) Runnin’ Down a Dream b) Free Fallin, c) Yer So Bad, or d) I Won’t Back Down?

The answer is….. a)  Runnin’ Down a Dream. The band did play all four Full Moon Fever songs that night, but what better way to end the main set than to have Mike Campbell’s solo blazing into an extended outro. When you watch the footage from the night, Mike seems genuinely overcome by the end of the song. It’s some rock n roll performance folks! I’ll leave a link to that in the episode notes because it’s well worth checking out. I’m curious to learn whether they recorded much or any of the 40th Anniversary tour and whether that will see the light of day at some point. 

Your question for this week is this! Learning to Fly is the second song in the Heartbreakers catalogue to feature Mike Campbell on backing vocals, but what was the first? Is it a) Listen to Her Heart, b) Louisiana Rain, c) It Ain’t Nothin’ To Me, or d) All Mixed Up?

OK, back to the song. We get another verse next, but in a switch again, it’s a sixteen bar, eight line verse instead of an eight bar, four line verse. In the first eight bars, the drums are dropped out but the percussion is left in, and the lead guitar is also present. So as we spoke about lots on the last album, this is a masterclass in arranging. In a simple song with only four chords, you can still add movement by dropping parts in and out and layering things differently. It works to great effect here to emphasize the lyrics; “Well, some say life Will beat you down. Break your heart. Steal your crown” Again tragedy, loss, creative unfulfillment, fall from the limelight, the dissolution of a relationship… you can insert yourself so easily and effortlessly into this lyric in so many contexts that it’s no wonder this song resonates so much. Tom tells Paul Zollo, “I’ve gotten a lot of different mail on it; different people that were inspired one way or another in life by that song.” What an amazing talent to have. The second half of this verse throws back to the first and restates that I started from nowhere, I don’t know what lies ahead, but I’ll keep moving forward anyway. The re-addition of the drums, the lead guitar, the percussion, and now some background oohs too, really make this last verse build to a positive-feeling conclusion. After all this, I’m still here, I’m still moving forward, I still have something to say.

The following chorus now changes things up a little by switching the lyrics slightly. Now we hear “I'm learning to fly Around the clouds. But what goes up (learning to fly) Must come down” So there’s a sort of acceptance of finality in this line. While we may be flying high now, at some point that will end. But it doesn’t sound depressed or scared of this, just accepting. It’s probably a healthy mentality to have isn’t it!

Coming out of this chorus after another two bar hang on G major, we head into what we have to call the bridge. A bridge or middle eight in a song usually changes it in some way. If you think about “Baby we aint the first, I'm sure a lot of other lovers been burned” in Refugee has that big major key change and the chord progression is completely different. Here we get a bridge that is defined essentially by an extended four bar drum fill with a bit tom and snare intro into it and Mike Campbell’s fantastic slide note back out of it. 

We now head into the last minute of the song and the song is effectively over at this point. We’re going to repeat the two different versions of the chorus with Mike throwing in some big dramatic slides that almost feel like they’re meant to be a plane spiraling down toward the ground. There’s one last little trick up this song’s sleeve too at the 3:52 mark when we hear what is obviously meant to be a little bird chirping. So lots of little allusions to flight that are sprinkled in toward the end. And I like that this little detail is left until the end. You’ve had the careering planes hurtling toward the earth but then you get this beautiful little upbeat birdy trilling away. It emphasizes the contrast between up and down that this song is really about at its core. 

In the ABC news interview that Tom gives in 1991, he makes the crucial point “I don’t say that I can fly, I’m learning y’know.” If you watch that interview, there’s a really open, honest vulnerability when Tom says this. He’s not just giving the interviewer a soundbite, he’s speaking on the fly and off the cuff and I think a little insecurity just pokes its head above the parapet there and gives you that glimpse into the heart of a rock star who wasn’t all brash arrogance and no substance. Quite the reverse. He’s still learning. He’s not there yet. It’s such an important word and such an important idea. 

The video for this one is a kind of short coming of age movie with shots of the band interspersed with a loose narrative of a young boy, adolescent, young man who goes through a series of sexual awakenings before finding true love at the end of the story. The band shots are all framed around an aircraft or aircraft yard, with the band playing on the wing of the plane and around it. All quite nicely posed and balanced against that mini-story that is going on in the background.

Learning to Fly was released on June 17th, 1991, two weeks before the album, and reached number 28 on the Billboard chart. It also peaked at #1 on the US Rock chart - one of ten to do so and one of two from this album to reach that position.  The Heartbreakers played the song 492 times overall, including on September 25, 2017 when it was the first song after the Wildflowers three pack in the middle of the main set. I think that Gainesville performance is again my favourite version of this song and the bit that I love most is when he smiles warmly after singing “coming down is the hardest thing” and says to the crowd “every time”... it’s that little bit of performative flair that makes a show unique. 

OK PettyHeads, that’s it for this week! 

It’s been a longer episode today folks so I hope I haven’t bored you to tears with my ramblings! I think that if someone says to you “hey, I don’t know Tom Petty’s music, can you give me ten songs to listen to”, this simply has to be in the list. I know that top tens are too hard and we all have favourites, but this is such an example of his ability to be so powerful so economically. It has a fantastic Mike solo and while it doesn’t feature Benmont on keys, Howie on Bass, or Stan on the kick drum, maybe you could throw someone a live version! It’s a perfect pop song and there’s no way I could even remotely consider giving this less than the gold medal 10 out of 10.


Petty Trivia

QUESTION: Learning to Fly is the second song in the Heartbreakers catalogue to feature Mike Campbell on backing vocals, but what was the first? Is it a) Listen to Her Heart, b) Louisiana Rain, c) It Ain’t Nothin’ To Me, or d) All Mixed Up?

ANSWER: Well, on You’re Gonna Get It, everyone but Mike is credited with providing backing vocals, so that rules out Listen to Her Heart. On Damn The Torpedoes, that list is whittled down to just Tom, Stan, and Benmont, so it isn’t Louisiana Rain. And on Let Me Up, I’ve Had Enough, we’re down to two vocalists, just Tom and Howie Epstein, so despite Mike co-writing the song, that also rules out All Mixed Up, which means that the answer is … c) It Ain’t Nothing To Me. I’m pretty that Southern Accents is the only Heartbreakers record which credits every member of the band as providing backing vocals. When you hear Mike sing with the Dirty Knobs you do sort of see why Tom didn’t need him to sing on the Heartbreakers songs. Not because he can’t sing, but because his voice is very similar to Tom’s. Howie, Stan, and Scott Thurston provide so much more width to those harmonies because they’re voices are very different to Tom’s. It’s the same with the Byrds, The Beatles, or Queen. The vocal harmonies are so distinctive and striking because of the balance of different tones and delivery of the singers. It’s the same with the Heartbreakers. 


When the time gets right
I'm gonna pick you up
And take you far away
From trouble my love

Under a big old sky
Out in a field of green
There's gotta be something
Left for us to believe

Oh, I await the day
Good fortune comes our way
And we'll ride down the King's Highway
Yeah yeah

No you can't hide out
In a six gun town
We want to hold our heads up
But we gotta stay down

I don't want to end up
In a room all alone
Don't want to end up someone
That I don't even know

Lover I await the day
Good fortune comes our way
And we'll ride down the King's Highway
Yeah yeah

Lover I await the day
Good fortune comes our way
And we'll ride down the King's Highway
Yeah yeah

Lover I await the day
Good fortune comes our way
And we'll ride down the King's Highway
Yeah yeah