Billy Breathes

Billy Breathes
Billy Breathes
Studio album by Phish
Released October 15, 1996 (US)
Recorded February–June 1996
Bearsville Sound Studios, Bearsville, NY
Genre Alternative rock
Length 47:01
Label Elektra
Producer Steve Lillywhite
Phish chronology
Billy Breathes
Slip Stitch and Pass
(1997) Downloads series chronology
Live Phish Downloads: A Live One
Live Phish Downloads: Billy Breathes
Live Phish Downloads: Slip Stitch and Pass
Professional ratings
Review scores
Source Rating
Allmusic 4/5 stars[1]
Rolling Stone 4/5 stars[2]
Sputnik Music 3.5/5 stars[3]

Billy Breathes is the sixth official studio album by American rock band Phish. It remains one of the most popular Phish albums, and is credited (like the later release Farmhouse) with connecting the band to a more mainstream audience beyond its strong cult following. Rolling Stone said that Billy Breathes is "a quiet gem of an album" that confirms Phish "is much more than a jam band from Burlington, Vermont."[4]

The album includes the song "Free", the band's most successful chart single, which peaked at #11 on Billboard Mainstream Rock Tracks Chart and at #24 on Billboard Modern Rock Tracks Chart[5]

Tracks 5 and 9 are instrumentals. "Bliss" is the only song on the album to have never been played live by the band.[6] The album's final track, "Prince Caspian", is also the name of a mythical prince in The Chronicles of Narnia, a fantasy series by British novelist C. S. Lewis.

The cover of the album is a close-up shot of bass guitar player Mike Gordon, the first time that any member of Phish had appeared on an album cover. Phish frontman Trey Anastasio recalled in a 1997 interview that the cover came together very quickly on the last day of recording.[citation needed]

The album was certified Gold by RIAA January 8, 1999.

In February 2009, this album became available as a download in FLAC and MP3 formats at



Early song ideas came from a scuba diving trip that Trey Anastasio and Tom Marshall went on in the Cayman Islands in January 1996. They then produced a demo which was given to the other band members at the start of the Billy Breathes sessions. Other songs such as "Free" and "Taste" had already been in the band's live rotation since 1995.

The album was recorded between February and June 1996 at the now defunct Bearsville Studios in the Catskills area of New York State. Early recording started February 1, with the band intending to produce the album themselves with engineering by John Siket. The first recording project was an attempt to create a sonic "blob" that filled an entire reel of tape. Each band member contributed on several instruments. This idea was later abandoned but elements were used on the tracks "Swept Away" and "Steep".

Rough mixes of songs were made after recording for most of February and March. The band took a break from recording beginning on March 20, and each listened to the rough mixes during their time off. Rough mixes included the songs "Free", "Grind", two versions of "Strange Design", "Swept Away/Steep", "Talk", "Waste" and "Weekly Time". Phish played one live show in April and then returned to Bearsville on May 1 to resume recording.

With the reumption of recording, Steve Lillywhite joined as producer on the recommendation of Dave Matthews. Lillywhite had never heard of Phish before he joined the Billy Breathes sessions. He reflected in February 2011:

“Phish, for me, are the musical equivalent of watching a flock of birds fly across the sky: They don’t scatter every which way, but rather, they move with each other; they dip and dive, they go up and down; but at all times, they seem to have this radar, this instinct, for where the bird in front or in back of them is going. Musically, each member of Phish knows what the other is doing, which then carries over to the whole. The band can play anything, which then raises the question: Well, what should they play? With Billy Breathes, it’s the closest they got to making what I would say is a good stoner album. You know what I mean: you put on the CD, you fire up a big one and you just go down that road. There hadn’t been a good stoner record since Dark Side Of The Moon. Billy Breathes got close. I keep telling Trey Anastasio we can make a better one.”[7]

After Lillywhite joined, many of the songs were recorded in the early morning hours. "We did a lot of that album at five in the morning, when the sun was coming up. It kind of sounds like that, especially the stuff on side two like "Billy Breathes" and "Prince Caspian", "Swept Away" all that stuff was recorded as the sun was coming up" said Trey in a 1997 interview. On June 6, 1996, near the end of the sessions, the band played a surprise show in the neighboring town of Woodstock at a local bar called Joyous Lake.

The song "Strange Design", which the band had been playing live since May 1995, was recorded during the Billy Breathes sessions but was left off the album. The band recorded several versions of the track before settling on a final version. This was later included on the Free European single CD release. Phish lyricist Tom Marshall spoke of the "Strange Design" outtake in 1996:

"It was scrapped at the last second. The band was touring in Europe at the time and made the painful decision there - in Italy or France I think. The album was complete and about to be mastered. "Design" was to be the last song on the album - after Caspian. It was a bizarre version that no one ever really got used to. It was funny though - the second they got back to the States and played it in their new acoustic setup it was as strong as ever. It just couldn't be captured in the studio for whatever reason. Cutting it was one of those great decisions - after working so long and hard on the song, sacrificing it for the good of the album took a very wide focus - as much thought went into cutting it as went into recording it."[8]

Trey Anastasio recalled in a 1997 interview that the cover came together very quickly on the last day of recording.

"We finished Billy Breathes and our manager kept saying, "What are you going to do about the cover?" So, finally, it was the LAST day, and it was, like three in the morning. They (management) said, "We NEED a cover tomorrow." You know all those pictures on the back? We cut them out and stuck them on with scotch tape. Mike was on the cover he just shot a picture of himself. The whole thing took like five minutes!"[9]

Track Listing

  1. "Free" (Anastasio, Marshall) – 3:49
  2. "Character Zero" (Anastasio, Marshall) – 4:00
  3. "Waste" (Anastasio, Marshall) – 4:50
  4. "Taste" (Anastasio, Fishman, Gordon, Marshall, McConnell) – 4:07
  5. "Cars Trucks Buses" (McConnell) – 2:25
  6. "Talk" (Anastasio, Marshall) – 3:09
  7. "Theme from the Bottom" (Anastasio, Fishman, Gordon, Marshall, McConnell) – 6:22
  8. "Train Song" (Gordon, Linitz) – 2:33
  9. "Bliss" (Anastasio) – 2:03
  10. "Billy Breathes" (Anastasio) – 5:31
  11. "Swept Away" (Anastasio, Marshall) - 1:16
  12. "Steep" (Anastasio, Fishman, Gordon, Marshall, McConnell) - 1:37
  13. "Prince Caspian" (Anastasio, Marshall) - 5:19

Charting singles

1996, "Free" (No. 11, Mainstream Rock Charts)
1996, "Free" (No. 24, Modern Rock Charts)



Trey Anastasio - guitars, vocals
Page McConnell - keyboards, vocals
Mike Gordon - bass guitar, vocals
Jon Fishman - drums, vocals


  1. ^ Allmusic review
  2. ^ Rolling Stone review
  3. ^ Sputnik Music review
  4. ^ Gehr, Richard. Billy Breathes Review. Rolling Stone. Online. Accessed: August 23, 2011.
  5. ^
  6. ^ Song History: Bliss Online. Accessed: August 24, 2011.
  7. ^ Bosso, Joe. Production legend Steve Lillywhite on 16 career defining records: No. 15 Online. Accessed: August 24, 2011.
  8. ^ Dan Gladman. [1] Dan Gladman's Interview with Tom Marshall
  9. ^ Carter Alan, Sno Magazine [2]"Rock and Roll Rope Tow" by Carter Alan

External links

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