And now… all the rest!

We have a lot of ground to cover so we’ll skip the introduction. If you need to be caught up to speed, check out part one of our deep dive here. In addition to the remaster of the original Wildflowers album, this 9LP set contains the collection of tracks that were not included with the original release (All the Rest), Petty’s studio-grade home demos, a set worth of live recordings, and alternate takes from the original studio sessions. In all, you’re left with an all-encompassing look at one of the most vibrant periods in the artist’s life as well as an insider look into the songwriting process. It shows how songs can morph and evolve from demo through master, with some parts getting amputated from one song and reattached to another and some songs can end up miles away from where they began. Time to get goin’!





The second half of Petty’s originally intended double album falls on the softer side. There are no big bashing bangers like ‘Honey Bee’ or “old man boat dance numbers” (Petty’s own words) like ‘Cabin Down Below’. The disc embraces his quiet reflective mood during that period. However, this is no mere B-sides compilation, some of the songs outshine and surpass some of the original Wildflowers’ less interesting numbers. However, you can see why they might have been left off from a producer’s perspective because there was already another song occupying that same sonic space. In a way, this is the perfect way to release this. If Wildflowers was released as a double album in ’94, it may have come off as a self-indulgent, somewhat bloated double album for Petty fans who loved his succinct, to the point releases. But now as legions of fans have fallen in love with the songs from that period, a flood of new material is a blessing.

‘Something Could Happen’ shows Petty as a scratched optimist, laying out a seemingly untenable personality in the sauntering verses then cutting in with his open road idealism for the choruses. The band plays it restrained and straightforward allowing the vocals to lead undistracted as Petty turns a phrase with a gypsy-tinged melody. ‘Leave Virginia Alone’ was originally released as a single recorded by Rod Stewart in 1995. Petty’s manager gave Stewart the track to record after Petty dismissed it as too similar to another hit of his. On the surface, both versions are fairly similar. Both mid-tempo adult contemporary hits with classic mid-90s production. Something you’d catch midday on VH1 or MuchMoreMusic, light fare for the stay-at-home crowd. Petty’s version just sounds more earnest, whether it’s the references to Georgia which fall much closer to home for the Gainesville native than the British Rod Stewart, or the way Petty’s southern twang bends “alooooone” in the chorus. Petty could surely have turned that into a successful single in ’94 but it feels like it would have diluted the potency of Wildflowers at the time. Wildflowers is contemplative and mature but it doesn’t hit that rut of “Adult Contemporary” that acts as a scarlet letter on any outfit trying to maintain rock n roll status through middle age.

‘Climb That Hill Blues’ sits in the same place sonically as ‘Don’t Fade On Me’ from the first disc with a little more “devil at the crossroads” spirit. Subtle and dynamically rich thanks to its hushed running volume which can spike in a crescendo with a little extra flick of the wrist. ‘Confusion Wheel’ is arguably the newly released collection’s stand-out track. Though not imbued with the obvious “single” qualities that ‘Virginia’ has, ‘Confusion Wheel’ sticks out as a prime example of Petty’s devastatingly incisive introspection. This is probably why the Petty camp chose to put this out front as the first example to show the world when the collection was announced. The restlessly jangly-strummed thinker boasts vulnerable statements like:

“So much confusion has entered my life
So much confusion goes ’round in my brain
So much confusion has torn me apart
And I don’t know how to love
And I don’t know who to trust
And I don’t know why that is”

It’s a testament to studio legend drummer Steve Ferrone that he leaned into the listless feel, treading the line beautifully between dust bowl country-western and slow 6/8 blues. He gives the feeling of riding a merry-go-round with a thousand-yard stare out into the abyss. Petty’s impending divorce weighs heavy on this track but there’s a universality to it that applies to any situation when faced with uncertainty, raw nerves, and big life changes.

‘California’ is a simple happy little number. Another hit the road in the sun Petty track. ‘Harry Green’ has already garnered a lot of online love from fans. A tribute to a high school friend who “stopped a redneck from kickin’ my ass”. The omission of this track in ’94 makes sense due to it’s musical similarities to another track, not from Wildflowers itself but from the same sessions which also produced Petty’s follow up, the soundtrack to She’s The One. The nimbly fingerpicked licks are nearly identical to that album’s ‘Angel Dream’. ‘Hope You Never’ is a quietly executed, sly, sarcastic Petty ramble and ‘Somewhere Under Heaven’ gives Mike Campbell a chance to shine on mandolin like on Into the Great Wide Open’s ‘All the Wrong Reasons’ (the Green-burst Rickenbacker mando that Campbell plays live is an absolute beauty!). The album wraps with two tracks originally placed on that She’s The One soundtrack, Climb That Hill’ an electrified version of the previous blues, and ‘Hung Up and Overdue’ an album closer that announces that “We’re overdue for ‘dream come true’”.

With All the Rest we get another chance at new 90s Petty which is a gift. There are a few tracks that qualify as warranted chopping block b-sides, some that are great tracks and would have definitely made the cut if they weren’t so similar to other Wildflowers songs, and a few that hold their own with any from the original release and perhaps should have made it on to the original.



When collectors hear “Home Demos” included in a deluxe edition set, the expectation is a shitty tape-recorded kernel of an idea sung terribly and strummed messily from some hotel room in the middle of nowhere. At this point in the ’90s, Petty had a sophisticated home studio set up so the recordings that emerge are immaculately recorded, fully formed songs awaiting minor tweaks of lyrics and swapping of parts. This is essentially an acoustic version of the album with Petty playing guitar, bass, harmonica, and piano. In these demos, we find Petty settling into the voice that would define this period of his career. No longer the scowling reckless bravado of the turbulent ‘Refugee’ or ‘I Need to Know’, this tone is more accepting and full of lived wisdom. A tone that we began to hear on tracks like 1985’s ‘Southern Accents’ that by ’94, was fully formed and embraced full-on. 

The demo set begins with another previously unreleased track ‘There Goes Angela (Dream Away)’. The song’s lullaby cadence evokes gentle Full Moon Fever track ‘Alright For Now’. A back porch harmonica gives the song a small town touchstone as Petty offers for Angela to “have a dream on me”. The home recording of ‘You Don’t Know How It Feels’ is missing the big heavy downbeat of Ferrone’s drumming but the rhythm is held up staunchly by the acoustic guitar. The song is almost fully formed but with a more chilled out homespun feel. The main difference comes in the second verse where Petty’s lines “People come, people go/Some grow young, some grow cold/I woke up in between/A memory and a dream” are replaced with the slightly less rhythmically locked-in “I’m so tired of being tired/Sure as night will follow day/Most things that I worry ’bout/Never happen anyway” However, the line would not go unused, finding its way into the original album’s “Crawling Back to You”.

‘A Feeling of Peace’ offers another new Petty track that perhaps needs only a steady backbeat to make it a fully realized song. It works perfectly well on its own but the steady unison strumming leads you right to a classic Ferrone pocket groove. A cowboy swing propels the early version of ‘Crawling Back to You’ giving you the feel of your horse carrying you back into town for that inexorable reunion. This differs from the clean New York pop beat that Ferrone cut on the track. The key is also a fourth lower than the studio version so Petty’s voice never quite hits that reedy honk. It’s hard to say which feel works better as the classic version is etched in fan’s minds but the alternate vibe could have easily worked potentially giving Wildflowers a more country-western flair.

Simple little tweaks in these tracks jump out as moments of genius. ‘Don’t Fade on Me’ is fairly similar overall. Same instrumentation and similar tone albeit a little more dirty and dynamic on the studio version. A small shift in the lyrics of the chorus makes a world of difference and morphs a solid lyric into an indelible vocal hook. Here in the demo, Petty croons “Don’t fade on me/you’re all I got/don’t fade on me”. A line that works perfectly well but doesn’t hold a candle to his personality-rich delivery of “Doooon’t/Faaayyeeed/No, don’t fade on meeee” which made the quiet track an undeniable classic. A perfect example of when less is more.

One of the bigger surprises comes from ‘There’s a Break in the Rain (Have Love Will Travel)’. The subtitle will be familiar to fans of Petty’s The Last DJ album. The chorus was lifted directly for the second single off of that record, ‘Have Love Will Travel’ released eight years later in 2002. Proof that ideas don’t just disappear if they’re not used right away. Sometimes they’re just waiting for the perfect spot to take their place. The song also contains the lyrics “I was in between a memory and a dream”, a line repurposed for ‘You Don’t Know How it Feels”. ‘To Find a Friend’ is mostly intact here save for Ringo’s skiffle drums and the timing of the verses. On the demo, Petty lets each measure play to its logical conclusion but on the studio version, he snips the first lines short, chopping up the pace and giving an extra bit of urgency to a track that could potentially have come across with a sleepy reticence.

In another parallel universe moment, we hear Petty jump from the version of ‘Wildflowers’ that’s been etched in our minds over the decades to the descending chorus chords of ‘To Find a Friend’. Petty mumble hums along mapping out where his lyrics would eventually go then flowing seamlessly back to the original’s progression. Another great example of songwriting being a fluid endeavour and the power of evaluating all your work with a critical eye. Eventually, whether it’s later in the album or eight years down the road, the cream will rise to the top and the great parts will see the light of day.



The Dogs With Wings Tour of 1995 was a turning point for the Heartbreakers, primarily due to the departure of original drummer Stan Lynch in favour of Wildflowers session player (and Heartbreaker through to the final 2017 tour) Steve Ferrone. The seasoned veteran not only brought a renewed tightness to the group but also an enhanced freedom to explore. Lynch added a fiery, young energy to the early Heartbreakers shows but by the 90s, he and Petty were at odds and the splinter was irreversible. With Ferrone’s incredible control, he was able to push and pull the band and adapt to any free-form jams all while maintaining an uber-solid locked-down groove. After shaking off the rust on the first few shows, the tour was a great success. By halfway through, the band was skipping most of the mid-80s output that had garnered them so much success thanks to MTV. The crowds were thirsting for the new material. They could sense these were future classics. The live tracks included on these LPs were taken from that initial Wildflowers tour in 1995 through to the Heartbreakers final 40th Anniversary tour in 2017. These performances are from theatres, pavilions, arenas, and stadiums all across the United States and Canada.

We start off with a loose and playful version of ‘You Don’t Know How it Feels’ from Boston in 2002. The band dutifully cruises through the sing-along favourite before breaking down the ending, letting it carry on for a few more minutes to let Mike and Steve bounce licks off each other. To follow, a driving performance of ‘Honey Bee’ in Toronto from the original 1995 tour. Die-hard fans might have hoped for the inclusion of the infamous SNL performance which featured Dave Grohl on drums but luckily, Ferrone is no slouch either. A performance of ‘To Find a Friend’ from 2000 is particularly charming taken from their set at the “all-acoustic” Bridge School Benefit put on every year by Neil Young and his late wife Pegi at the Shoreline Amphitheatre in Mountain View, California. The band transposes it a whole step up from the record, Mike plays mandolin, and Scott and Howie create a cradle of background vocals all of which gives the mid-life crisis track a spritely, jangly bounce. Rounding out the first side of the live LP is a ’97 version of Walls, stripped of its mid-90s alternative drive and given the dusty country road treatment. The track was not recorded during the Wildflowers sessions but the team compiling the box set felt it belonged and you will probably agree. It must be said that the engineer sequencing this compilation did a fantastic job blending the crowd’s cheers and applause between songs so the whole thing sounds like a full set even though there is a 22-year span between performances. Most live albums consisting of different sets fade in and out, taking you out of the immersive concert experience. Major kudos to compilation producer Ryan Ulyate.

The latest entry of the live compilation is a 2017 rendition of ‘Crawling Back to You’ a track that Tom loved and insisted on playing even though this was in essence a kind of “greatest hits” tour. It’s inclusion bumped the Wildflowers cuts total up to five for that tour’s setlist, more than any of their other albums. Take this as Tom’s vote for the favourite album of his career. The band, continuing to exhibit the height of their powers, truly explores the space creating a suspension in time. Ferrone’s ride twinkles with starlight, Campbell and Tench expertly bob and weave around each other while backup singers The Webb Sisters coo along to Petty’s complicated love exploration.

Hip-shakin’ swinger ‘Cabin Down Below’ picks us back up to get ready for the Heartbreakers rippin’ version of ‘Drivin’ Down to Georgia’ taken from Atlanta (of course). The track which never received a proper studio recording was conceived during sessions with Stan Lynch which accounts for its relentless punk energy. Ferrone keeps that pace but adds his own master craftsman touches. Mike is also given a wide-open highway to speed down, showing why he belongs on the same mantle with all the top echelon guitar slingers. One of the band’s most infamous B-sides is ‘Girl On LSD’ the proudly goofy tale of a life jumping from one girl and her drug of choice to another and the unfortunate complications that arise. Surely, the labels never wanted to give it a major release for fear of alienating the more conservative, bible-belt fanbase but to Petty’s subversive liberal hippie fans (and band members), this is a favourite. Tom jangles through laughing and quipping “alright here’s the next verse,…and it’s a good one”

“Through ecstasy, crystal meth and glue
I found no drug that compares to you
All these pills, all this weed
I don’t know just what I need

I was in love with a girl who drank beer
‘Til bad breath and all she disappeared
She was blowing up real bad
But when she left I was still sad
I was in love with a girl who drank beer”

Mike’s mandolin comes out again for some stellar versions of “Time to Move On” and ‘Wake Up Time’. The former ditches the steady skipping beat of Ferrone to take on a more nebulous vibe that further showcases Tench’s airy keys. The quiet resolve tune takes on an anthemic quality in the UMB Bank Pavilion in St. Louis where the crowd roars repeatedly at Petty’s pensive yet propulsive lines. For the latter, instead of playing piano as he does in the studio, Petty strums it out on the acoustic. The track lands quite well in the intimate setting of the Vic Theatre in Chicago.

It would be tough to settle on an ultimate live version of ‘It’s Good to be King’. The ethereal, somewhat unlikely hit single has been a mainstay through most of their tours. It’s the showpiece that breaks up the cavalcade of three-minute smash hits. The gang can draw it out as long as they like and the space that they create is often the most dreamy of the evening. This ’97 version from San Fransisco’s Fillmore clocks in at over 11 minutes and lets Mike Campbell and Benmont Tench run rampant all over the track. The slow trudging plod of the song amid the shining clang of the glorious instrumentation brilliantly illustrates the song’s central conundrum. Having Howie’s crystal clear backups to augment Scott Thurston’s, gives this version an added lift. By the end, Campbell is dipping into Jimmy Page territory with whirling echoes from the ether cut with sharp power chord stabs evoking the Zeppelin guitarist’s legendary fantasy-laden solos.

To round out the set are two guaranteed fan pleasers, the cruising nostalgia of ‘You Wreck Me’ and the idyllic lady favourite ‘Wildflowers’. By the 2014 tour where the former was taken from, the band has this undeniable hit firing on more cylinders than it had when it pulled off the lot 20 years prior. Relentless, nuanced, electric. For the record’s title track, the arena opens up to a wide-open space and the crowd of 20000 feels like a little tight-knit family.

Tom Petty and the Heartbreakers are a sensational live band. Every show is a momentous, life-affirming experience. The songs may have all been written in a certain time period but the collection shows the true depth of this legendary band.



The material of the final 2 LPs can only be heard by getting the super deluxe edition. Streaming services carry everything else up to this point. These records contain the full versions of the songs which were ultimately tweaked before landing on the original 1995 release. Some of the tracks are quite close to the official studio takes, perhaps only missing an overdub or two. Some feature alternate musicians like session drummer Kenny Aronoff, Elvis bassist Jerry Scheff, or even expelled drummer Stan Lynch in ’92 sessions before his departure. Others reveal some great parts that for one reason or another, were chopped from the final cut.

The first example of a buried diamond is Mike Campbell’s fantastic slinky slide guitar throughout ‘Hard On Me’. Clearly, Rubin and Petty wanted to focus the energy solely on Petty’s vulnerable vocal but the addition of Campbell’s expressive guitar gives the track a depth that the original doesn’t quite attain. On ‘Crawling Back to You’ the band is just rushing a bit giving the track a less sure of itself feel. Petty’s vocals don’t land with the same rhythmic eloquence and the track is missing Michael Kamen’s supernatural orchestration. However, on this version, we are treated to a more aggressive take from Campbell complete with a rock n roll fuzz solo. Between this, the demo, the studio master, and the live evolution, it’s fascinating to experience the trajectory of a song. All admirable versions on their own but proof that a critical ear and a willingness to experiment can take songs further than you can imagine. There is no end, only a continuation.

Here we get an actual studio version of ‘Drivin’ Down to Georgia’ featuring Kenny Aronoff again on drums. The band plays tight and nuanced but it becomes clear when put next to the live track on the previous LP, that they hadn’t quite caught the frenzied energy that the song demanded. Live they can’t get to the next beat fast enough. ‘You Wreck Me’ is missing the big brassy clang of Mike’s big chords to propel it to FM radio stardom. Here it sits in more of a small-town energy. Similarly, ‘It’s Good to Be King’ is a perfectly fine-tune that any band would be proud to have but this version lacks a certain punch and groove that makes it the juggernaut it became. This upgrade is thanks to two factors: Ferrone’s full thud kick and snare which were tamed for this early take likely on the insistence of Rubin to give the song more space, and Campbell’s raucous leading notes between chord changes that propel the chorus along. The gift of this take is the extra exposure it gives Benmont Tench showing off how he could have brilliantly scored this track in ten different ways.

‘House in the Woods’ starts more or less the same for a few verses before drifting off into what can only be described as their Spinal Tap ‘Jazz Odyssey’ moment. Campbell and Tench nimbly shred here but it clearly draws us away from the album’s lyrical focus, particularly on the quiet tunes. Producer Rubin said, “The hippy bridge was likely inspired by Mike’s deep dive into listening to The Grateful Dead in that period. Luckily we caught ourselves and thought better of it”. The version here of ‘Girl On LSD’ would technically be the official version of the track. Ferrone’s drumming is chipper and bouncy as Petty comically sneers out every line.

The final side of this massive set begins with Petty having a couple of false starts with ultimate sit-in drummer Ringo Starr. Petty acquiesces “You count it off, Ringo” to begin recording the title track. He gives Petty his opening bars then comes in with a brush-struck shuffle in league with his Beatle number ‘Act Naturally’. The drumming works just fine but either Petty or Rubin must have had other designs in mind cause they opted to cut Ringo for Ferrone. If that’s not a feather in your cap as a drummer, then what is? ‘Don’t Fade on Me’ includes some unreleased verses and ‘Wake Up Time’ hits more like an ’80s Petty track here with Lynch’s more brazen drumming style, Campbell filling it up with leads, and Tench playing all manner of keys rather than Tom just plunking out the simple accompaniment on the piano himself. The basics are all there but the soul hasn’t yet been distilled down to its potent personal essence.

The whole thing concludes with ‘You Saw Me Comin”, a song that had never seen the light of day till now. Recorded in ’92 with Lynch driving the rhythm, the track has a snappy pop and a wistful structure. It sounds like it fits perfectly on an album, just not Wildflowers. Maybe a future Heartbreakers record in a timeline where Stan Lynch remained in the band for at least another album. Packages like this let us hear what it was like to be there during the whole process from demo to the final tour and imagine the alternate realities of what could have been.


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