Music

Tom Petty on how he wrote Free Fallin’ and I Won’t Back Down with ELO’s Jeff Lynne

Two of the late Tom Petty’s greatest songs, Free Fallin’ and I Won’t Back Down, were written in collaboration with Jeff Lynne of Electric Light Orchestra. Here, in an interview from 2005, Petty reveals the process behind two rock masterpieces
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Jeffrey Mayer

Tom Petty has always been regarded as one of the greatest songwriters of the late 20th century – first with the Heartbreakers and then over a solo career that was curtailed in 2017 when Petty died of a prescription drug overdose. Here, in an interview from Paul Zollo’s recently reissued book, Conversations With Tom Petty, the musician looks back at two of his most famous singles, “Free Fallin’” and “I Won’t Back Down”, the first two tracks from his 1989 solo album, Full Moon Fever.

Paul Zollo: On to Full Moon Fever now, which was released in 1989. You wrote “Free Fallin’” with Jeff Lynne?

Tom Petty: Yes I did. It was, I think, the first thing we wrote together. When we really got nose to nose and wrote a song. Jeff came over and I had a little electric keyboard that Bugs [technician and longtime Petty roadie Alan “Bugs” Weidel] had bought. I really gave him hell about buying it. I said, “Why would you waste money on this? I would never play something like this.” 

He said, “Well, look, take it into the house. If you write one song on it, it will pay for itself.” 

And I thought, “Well, OK,” and Jeff was over and I had the little keyboard. And I started playing on it and I hit this riff; this little chord pattern that we would know as “Free Fallin’”. But I had a couple notes more in the riff. 

And Jeff looked up and said, “Oh, that’s good. Can you leave out that last chord there and see what it does?” 

And when I did that, it made this nice round of chords. And so I was just trying really to make Jeff smile as I was ad-libbing these words. You know, “She’s a good girl / Loves her mama / Loves Jesus and America too.” And Jeff smiled. I kept going. And I got right up to the chorus bit and I didn’t know what to sing, and he said [in a British accent] “Free Fallin’”. And I tried to sing it, but I couldn’t get “Free Fallin’” to fit into the line. So I just sang “Free...” And then in the next line I sang “Free Fallin’”. And then he perked up and said, “That’s good. That’s great! But take your voice up an octave when you do it, when you go to the chorus.” And, bang, there it was: “Free Fallin’”. I was very excited. I loved the song. 

So Jeff went home and I sat there for a while and I finished the last verse alone, the one about flying out over Mulholland and writing the girl’s name in the sky. And he came around the next day and I played it for him. And he said, “Man, you stayed up and finished the song. That’s incredible. It’s great.” And so this is how these things happen. And it’s turned out to be probably the most famous song I ever wrote. And there’s not a day that goes by that somebody doesn’t hum “Free Fallin’” to me or I don’t hear it somewhere. It’s become synonymous with me, I guess. But it was really only 30 minutes of my life. [Laughs.

You also wrote “I Won’t Back Down” with Jeff. 

We wrote that as we were mixing “Free Fallin’”. We wrote that in the next room in a little glass booth, where 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. 

Jeff showing up was such a lightning bolt from the gods. It was such a big deal. It had such an impact on everything we would do after that. Literally, I think everything we’ve done since then, it’s always been, “What would Jeff think of this?” It’s always been like that. 

I’d always admired Jeff so much. And I got to hang out with him a little bit when we were in England on the Bob Dylan tour. He’d come down with George Harrison. Jeff came out to Birmingham when we played there. And then we were in London for a week. They would come down pretty often in the afternoon and hang around till late after the gig. So I became pretty tight with him and George right away. We had a marvellous time. 

But Jeff was such a genius in the studio. Just so good. He made things that had been really difficult seem so easy all of a sudden. Like getting a good take. It just all came so easy with him. He taught me a lot. A lot about singing, a lot about harmony, a lot about arranging. Everything. 

What could he teach you about singing? 

He’d say, “Here’s where you sound best. Here’s what you do really good. And here’s what you don’t do really good.” It’s hard to put your finger on it and put it into words. But he had just such a great perspective. He could sit back and see everything; hear the record and guide you though it so effortlessly. Where things that had been really hard – sometimes making those records would really bring us to our knees emotionally, it could be really hard – with Full Moon Fever everything was a breeze. 

Even the writing? 

Even the writing. We made it so fast and did it so effortlessly that it was done before you knew it. There it was. I remember coming home after we cut “Free Fallin’” and “Yer So Bad”. And having those two tracks on cassette, I must have played them for two hours, over and over, just sitting there on the bathroom floor feeling, “Wow, this is so great.” It was really exciting. 

And who would guide those sessions? 

Both of us would. Whoever had something. We were great friends. We had a lot of laughs together. We would just start playing and then one of us would say, “Oh, that’s nice. That’s a nice bit.” And we’d say, “OK, let’s work on this bit.” And I did all of the words. He didn’t want to get involved in the words. He said, “You’re gonna sing it, so you may as well write the words.” So I did. 

It is that way: if you’re gonna sing the song, it’s good to write the words yourself so you can believe it and get behind it. And we would just throw things around. He was good, too, about that we’re gonna finish the thing. Completely finish it. 

Conversations With Tom Petty by Paul Zollo (Omnibus Press) is out now.

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