She and her Nocturnals look a little more glam, but they’re grittier than ever  

By Russell Hall 

Back in 2010, fans of Grace Potter and the Nocturnals had a couple of big changes to deal with. First there were two new members, bass player Catherine Popper and guitarist Benny Yurco. But for listeners who had been following the band since it first hit the jam-band circuit in the early 2000s, the second change might have been even more difficult to fathom: the switch to a more fashion-forward look than what she calls the scene’s traditional “jeans, T-shirts and mud-boots” style. “I had been sensing we needed a change in that respect, and I really wanted to bump it up a notch,” says Potter, 28, whose onstage look and sound were already distinguished by her distinctive Flying V guitars and Hammond B-3 organ. “I felt like the music we were making had a lot more swagger, a lot more sexuality. I wanted our visuals to reflect that.”

For Potter, the instinct for image wasn’t as new as it seemed. “People misunderstand that sometimes because we changed so much so fast,” she says. “When I was younger I wanted to be a production designer, set designer or a costume designer in the movie industry. And I treat my music very much like a screenplay.” That feel for the cinematic is brought to the fore on the group’s fourth and latest studio effort, The Lion the Beast the Beat. “I decided I didn’t want things compartmentalized or done in sections,” explains Potter, who co-produced with Jim Scott and the Black Keys’ Dan Auerbach. “I really had a widescreen vision for this album.”

So Potter hit the highway, spending several weeks driving, listening and thinking about the connections among the new songs. “I needed to feel there was a story there, that there was a reason why the songs are in the order they are,” says Potter. “We actually ended up tracking the album in the order that the songs appear.” Potter spoke to us about her new music, her musical roots and the importance of having a decent meal on the road.

Did you have a template for Lion?

Yes and no. There are a lot of albums—from Led Zeppelin to Arcade Fire—that are cohesive pieces of work and pay tribute to the album as an art form. I wasn’t listening to a lot of music as we were making this album, but those albums had soaked into my subconscious. The artists I most respect seem to make albums with connections between songs. Bruce Springsteen’s Nebraska comes to mind. I’m really good when someone gives me a focal point to work from. I can write a song that falls into place as part of that puzzle. But when you’re inventing from scratch, it’s like trying to make a soufflé with no ingredients specified. So I didn’t have a template. And that may have been a problem, initially.

How did you solve it?

I listened to my instincts. The music was great from the start—the band always makes everything sound real and truthful. But the lyrics and the story needed to be woven together. The patches of the quilt were there, but they weren’t sewn together properly. I needed to find that thread.

Why co-produce?

I felt a special responsibility to the project to not just kick my feet up and say, “Great, if the producer says it’s good, it’s good.” I didn’t want someone to come in and own us, to try and make us be what they wanted us to be. I used the term “executive engineer” a lot when I was explaining the type of co-producer I was looking for. I wanted someone who could make the music sound as epic as I wanted it to sound while also being collaborative and being comfortable with that. A lot of producers have big egos and want to do their own thing. The moment I met Jim Scott, I got a Zen vibe. He was very respectful of the vision I had for the album. And working with Dan Auerbach was one of my dream collaborations. I felt like the luckiest girl in the world seeing those three songs I did with him come to fruition. There was a lot of love and collaboration on this album.

What did you hear growing up?

My parents raised me on what I thought was modern pop, but later I learned it was several decades old—Jethro Tull, Spooky Tooth, Steeleye Span, King Crimson, the Band, Joni Mitchell, Delaney & Bonnie, Clapton, the Beatles. I loved the Kinks, especially their songs about food. (laughs) Pop music took a bit of a nosedive in the ’80s. I think my parents said, “Screw it. We’re going to keep playing the old records we like until some good music comes back around.”

How did you discover the B-3?

The guys in the band introduced me to it. Of course I knew about it—Billy Preston was always one of my heroes—but it was a mysterious instrument. I found it intriguing. It was something I didn’t understand as a kid. I would think, “What’s making that sound? It’s not quite church music, not quite rock ’n’ roll.” It was present in a lot of songs I loved, like “Shanghai Noodle Factory” by Traffic. Finally in 2004 the band said, “Grace, we love that you play the piano and you’ve got killer chops, but you can’t just be one of those girls tinkling away at the ivory keys. That’s not you. You need an instrument that’s as loud as you are.” And they were right. So they surprised me on my birthday with a 1973 Hammond Porta-B3.

How do you prepare for a show?

We huddle and talk through the songs, and I make sure everyone’s comfortable with the set list. We do a lot of physical things—stretching, dancing and running in place. We watch DVDs of Iggy Pop performances to get psyched up and try to get into character. Onstage you need to be impervious to the outside world. You’re playing for the crowd, in front of the crowd—but in a sense you’re also in the crowd. And you need to learn how to behave accordingly.

How important is the set list?

A show is like a movie. I want to present the full emotional spectrum—ballads and heartbreakers and tears. I think it’s important to take it down in a set, but then of course we love to rock and thrash around. Finding that balance is something I take seriously.

Who inspires you as a performer?

I love what Mick Jagger does. I like how he gets into that childlike state where embarrassment isn’t an issue. I also love Robert Plant and Iggy Pop. Iggy Pop took his cue from soul artists. Early on he was digging on artists like Otis Redding. His attempts at dance moves came from watching James Brown, which, of course when Iggy does it, looks hilarious. It’s important not to be concerned about looking cool. I sometimes look like an idiot onstage, but that’s precisely the reason people believe me. Trying to look cool while singing from the heart is really strange. Those two things don’t go together.

How about women?

It’s harder to cite women who can lose themselves in the moment. Women are by nature more in control of their physicality. I am too, but I love losing it. Losing yourself is an important component of being onstage. It’s just as important as composure. Whenever I’m composed onstage that comes from watching someone like Aretha Franklin, who can just stand there. She didn’t need to shake it in order to get attention. Adele is someone who can also do that. I admire that, I just don’t necessarily aspire to it.

What would surprise fans about you?

I’m healthier than people think I am. What you put into your body when you’re out on the road can predict whether it’s going to be a good night or a bad night. I’m into cooking and nutrition. That’s one way I show the people around me how much I care about them—by cooking for them. I have a hot plate and ask the guys what they’re in the mood for. It’s also a meditative thing to do before and after the shows. It brings us together and reminds us we’re a family. Good health is a major factor in maintaining this lifestyle. I don’t smoke, though I enjoy a nice glass of wine here and there. I want to be doing this when I’m 80.


Potter’s Hammond B-3 rig reflects the rambunctious attitude she brings to her music. “I have a Leslie 122 cabinet—a nice loud one,” she says. “I also have a Hammond X-77, with a solid-state version of the Leslie, that’s crazy loud. I use that one in the studio when I want to crunch out the sound.” She also plays a vintage 1974 Yamaha CP-70 onstage. “It’s an electric piano, but it’s as analog as an electric piano gets.”

Potter’s main guitar is a Gibson Flying V—in fact, the company recently issued a signature model in her name. “I had been joking about doing a signature guitar with them for a long time,” she says, “never thinking they might actually roll with that. I love the

Flying V. The weight distribution is great for dancing. The way it hangs off my neck even when I’m not playing it is very comfortable onstage. The signature version is exceptionally beautiful. I’ve been playing the prototype, which makes me nervous because I bang things up pretty bad on the road.” Potter wrote several songs on the new album on acoustic guitar. “I have a Gibson Hummingbird and a Gibson Dove, as well as a gorgeous 12-string that Gibson customized for me,” she says. Her main vocal microphone at the moment is a Shure Beta 58-A. “I’m trying to find that perfect wireless microphone that lets me run around and do what I do without looking like Madonna,” she says. “I’m working on it.”


Grace Potter and the Nocturnals couldn’t be more proud of their native Vermont, which is why last year they founded the Grand Point North music festival in Burlington. “The festival name has the same initials as Grace Potter and the Nocturnals, which is no accident,” Potter says. “It’s all about showing people where we’re from—about inviting fans from out of state to come and see this wonderful place. The performers have a great view, looking out over Lake Champlain. Last year we had Fitz & the Tantrums, and  Taj Mahal and Kenny Chesney showed up. More than 7,000 people attended. I just want to share Burlington with the world.” This year’s two-day musical event is set for Sept. 14 and 15, and will include two headlining sets from Potter and company as well as appearances by the Avett Brothers, Dr. Dog, Galactic and many more. For more information go to

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