In the midst of all this there was a line-up change, how did that impact the recording?

I tell you, it was an unexpected surprise they were as good as they were. If another recording had gone by and it hadn’t captured my essence I probably would have gone the way of most singers who move to L.A. and hire studio bands and disappear into the ether forever.

I didn’t want to do that but I had a lot of fear and anxiety over how the recording process would work, where it was going to take me. Luckily, the Nocturnals came through with flying colors and showed me the people you know and your family is the ones you should always put your faith in.

You still have the core of the band with you…

Oh, my God, Matt [Burr, the drummer] and Scott [Tournet, guitarist] and I have been together going on eight years as a band. We’ve known from the beginning what we wanted and had that focus and expectation this whole time. That was our “plan.” And certainly there were twists and turns in the road that took us unexpected places but the three of us have always known that our instincts would take us there.

And it was only when we were acting out of fear that the studio experience wasn’t wonderful. So we threw that fear out the window and just went for it.

And that’s always been the core membership.

Absolutely. There’s a core membership of me and Matt and Scott. When there were four of us [Bryan Dondero was formerly the bass player for the band], there was a bit of a disconnect.

I didn’t live in Burlington (Vermont, the band’s home base) with everyone else and I wasn’t in the social scene as much. I was more of a stay at home and be private person when I was home so that disconnect didn’t feel like it was daunting.

But when there are three people it’s not so much of a crowd. It’s more of a brotherhood and sisterhood. So it left me and Matt and Scott who were the original three.

And Bryan?

Bryan joined us after we had met and sort of formed the band in St. Lawrence [University, Canton, N.Y. where they were students]. We had already gone through a couple bass players and it had always been the three of us, three Musketeers, going up to Ottawa (Canada) and buying records and dreaming of the three of us being up on the stage the way that Clapton or Little Feat does.

It was our mission and certainly [when Bryan left] we got back to that mission. We ate spaghetti and drank really bad wine and that was our core and we reaffirmed that connection with our origins. And it was all good and then when Benny and Cat came along we were ready to launch off and here’s where we landed.

It’s interesting because you say the band members are each a huge part of the music, that you’re all partners but you’re Grace Potter so everyone wants to speak to you, hear from you.

I love that you ask the question. You know, I do interviews where I spend 40 minutes talking about them and three minutes talking about me and the [publication] will print the three things I said about me. And that’s it.

And that is my biggest worry that this band that has put so much faith in what we’re doing isn’t going to get the credit they deserve. That’s almost crippling to me at time because I’m so involved and so concerned about the public’s appreciation of my band.

They are the reason I am playing the B3. Scott and Matt took me aside one day and said ‘You shouldn’t be playing this dinky little keyboard. You need to be playing something better. Get up off your ass and don’t keep playing a Wurlitzer. Wurlitzers are cool and everything, from the ’70s, but they are not as loud as a [Hammond] B3. You should be playing that.

If they didn’t say that, I wouldn’t have my weapon of choice. And if it wasn’t for Matt finding me at a java bar at St. Lawrence in the fall of 2002, I probably would still be a solo musicians wandering around the streets playing solo because I didn’t know any other way to do it. I didn’t know that you could have a band and you could get out every night and slam people over the head. It didn’t occur to me that was an option.

I felt like I had to be a traveling solo minstrel until Matt pulled me aside and said this is how it’s going to be. That’s what drives me and that is what keeps me talking about my band because they’ve earned that right, that respect. They have earned the right to the spotlight just as much as I have.

I just happen to have a pair of legs. I always wanted the spotlight, though. I’m not going to lie. Ever since I was 3 years old and wearing tutus to preschool and wearing my mom’s high heels and I’ve always had the death wish of stardom but it doesn’t mean the rest of the band doesn’t deserve their moment in the sun.

I just have the legs.

Tell me about each band member.

Matt, he is the powerhouse that drive us. He is the initiator of all the crazy ideas. He found me.

Scott is the creative lifeblood that comes up with the most unexpected and pivotal pieces of music that make this band special. He is the Jonny Greenwood of Thom Yorke’s Radiohead. He is Mike Campbell to Tom Petty.

Benny was always our fifth Beatle and has been a friend. He’s the bond we didn’t have before. He brought his own elements of energy and love and charisma that we needed to balance us.

Cat is just a powerhouse. Her bass playing is so spectacular, it is beyond words. What it is is instinct. What is funny is if you ask her about it, she doesn’t even know she’s doing it by instinct, that’s how ingrained it is. She will just play a line and will say ‘No, no we have to try this six more times.’ She has the foundation; she is the foundation. That’s what a bass player is meant to be and she certainly captures that.

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