The stories I write come from the countryside where I live, have lived, for close to forty years. I chopped cotton in Mississippi in the summertime when I was a kid, and picked it in the fall, for two cents a pound, and a long time ago I used to know how to butcher a hog, but some skills will leave you if you let them lie idle too long. Other new ones you gain if you work at loving them long enough. Maybe.

Writing is one that comes hard, yet looks like something anybody ought to be able to do, because it's only words that all of us use, even little children, and we teach it to them out of our mouths. But anything worth learning takes time, and the guy in this movie is knocking his brains out trying. He's even lost his family over it. But he just can't quit.

These songs merge flawlessly with some images that formed in my mind first and then in another mind later, one that belongs to a guy named Arliss Howard. He had a vision, and the artist always has to have that.

I'm glad R.L. Burnside and his clan including Kenny Brown made it into the movie so that folks can see where some of the music around here comes from. To everybody else either living or dead I'm grateful for the beauty they put into these songs: the late Junior Kimbrough, whose house of the blues on Highway 4 in Marshall County lives on in a lot of people's memories, Robert Belfour, the late Asie Payton, T-Model Ford, Tom Waits, Tom Verlaine and the Kronos Quartet, Bob Dylan, Steve Earle, all heroes, all of whom ride in the truck with me late in the evenings. Thank you for doing what you did.

And you, gentle listener, we all hope you like the music as much as the movie, as I believe I can speak for the others who were here then, doing their own thing.

-Larry Brown


SONG NOTES BY ARLISS HOWARD

1. BOXCAR BLUES
(Kenny Brown)

Kenny Brown guitar

Recorded live on the set of Big Bad Love

R.L. Burnside introduces Kenny Brown as his adopted son, explaining, I imagine, the startling discrepancy in their skin color. If the racial question is devastatingly pending in North Mississippi, the music made there will have none of it. You should see the Phi Delta Hoo-Hahs jump and shout when R.L. and Cedric Burnside tear it up with Kenny Brown down in The Grove at Ole Miss on a fall evening. Everybody's skin goes up in smoke.


2. I LOVE YOU
(Traditional, arr. Asie Payton)

Asie Payton vocals, guitar
Sam Carr drums

Produced by Matthew Johnson and Bruce Watson
Recorded by Bruce Watson in August 1994 at Junior Kimbrough's juke joint, Chulahoma, MS

Something in his voice exactly describes the exhaustion and desperate suspicion of love that seems to come up out of the Hill Country fields. Asie Payton played Saturday nights in a grocery store. I don't believe he ever set foot outside Mississippi. He died on his tractor.


3. COME ON IN (LIVE)
(R.L. Burnside)

R.L. Burnside vocals, guitar

Produced by Bob Corritore
Recorded at Rhythm Room, Phoenix, AZ

I had to get a physical. We came out of the clinic in Holly Springs and there was R.L. sitting in his van. He was waiting for his daughter. We spoke briefly about the medical profession. He was sipping a beer. R.L. has huge hands.


4. SHE ASKED ME SO I TOLD HER
(James Ford)

T-Model Ford vocals, guitar
Spam drums

Produced by Matthew Johnson and Bruce Watson
Recorded and mixed by Bruce Watson at the Money Shot

The first time I played this song indoors, the hair shot up on my dog's back. I believe that there are several Mississippi statutes written with T-Model very much in mind. He sounds like he's standing in a hot bath, banging the bottom of the tub with a cattle prod.


5. MY BABY'S GONE
(Robert Belfour)

Robert Belfour vocals, guitar
Bryan Barry drums

Produced by Matthew Johnson and Bruce Watson
Recorded by Bruce Watson at the Money Shot

Robert Belfour worked on a farm his father rented and learned to play on his father's old resonator guitar. He got married and moved to Memphis in 1959 and worked in construction for the next 35 years. He never put the guitar down. In my experience, the loss of a woman is of itself not as painful as wondering where she went. Imagining her walking down strange streets in new clothing, going to meet someone, can make a man make a sound like, well, this.


6. SLEEPWALKIN'
(Tom Verlaine)

Tom Verlaine guitar
Patrick A. Derivaz bass
Bill Ficca drums

Produced by Tom Verlaine
Recorded in 1991 at Acoustilog Studio, New York City
Engineer: Mario Salvati

Every now and then you run into the cult of the bard of Television. You meet a person who worships Tom Verlaine. Jay Rabinowitz used this tune when we were cutting Betti DeLoreo in and pretty soon we couldn't do without it, so Debra tracked him down. This song sounds like how I feel when I put on a fedora and pants with real deep pockets. Tom Verlaine just buckdances over decades of musical style.


7. EVERYTHING IS BROKEN
(Bob Dylan)

R.L. Burnside vocals
James Cotton harmonica
Teenie Hodges guitar
Kenny Brown guitar
Buddy Guy guitar (first solo)
Derek Trucks guitar (last solo)
Charles Hodges Hammond B-3 organ
Leroy Hodges bass
Howard Grimes drums

Recorded at Ardent Studios, Memphis, TN
Engineered: Matt Martone
Assistant Engineer: Will Driskell

Buddy Guy recorded at Chicago Recording Company, Chicago, IL
Engineer: Chris Shepard
Assistant Engineer: Bill Douglas

James Cotton recorded at Ardent Studios, Memphis, TN
Engineer: Jason Latshaw
Assistant Engineer: Pete Matthews

Bob Dylan wanted Debra to do a video of this back in the 80's before she knew me. Jay and I put R.L.'s version in before we knew that. R.L. Burnside believes in chaos. When he came to play in the movie I gave him a good bottle of sour mash and it got broken somehow and there was a crisis there for a minute before someone got him his preferred Canadian. This was all before 10:00 a.m. and by the time he hit the stage we had chaos in a hammerlock, and rode that false naughty boy into the sun. If Everything Is Broken, it is perfectly all right with R.L. Burnside.


8. JUNIOR'S PLACE
(Junior Kimbrough)

Junior Kimbrough vocals, guitar
Kenny Malone drums
Gary Burnside bass

Recorded February 1996 at Lunati Farms, Holly Springs, MS

Junior Kimbrough had a juke out on Highway 4 in Chulahoma. Apparently some people who went in never came out. It burned after he died. If you drive out there you can see the black spot where all that music was. To me, to listen to him is to hear the difference between the land and life in the North Mississippi Hills and what goes on in the Delta. There is no way I know to tell it, but it is undeniably there, this difference.


9. LONG WAY HOME
(Tom Waits/Kathleen Brennan)

Tom Waits vocals, guitar
Larry Taylor upright bass
Nic Phelps French horn

Produced by Tom Waits and Kathleen Brennan
Recorded and mixed March 2001 at Prairie Sun Recording, Cotati, CA
Engineer: Oz Fritz
Second Engineer and Production Assistant: Jeff Sloan
Assistant Engineer: Gene Cornelius

Tom and Kathleen look good together. I don't know how they work, the mechanics of it, but sitting in the restaurant asking me what kind of song I had in mind, they just looked good. When we heard the demos, there were highway sounds on the track and then I remembered Kathleen saying that Tom would work in a moving car with a tape recorder. And a tuba.


10. GOODBYE
(Steve Earle)

Steve Earle vocal, guitar, high string guitar, harmonica
Peter Rowan gut string guitar
Norman Blake dobro
Roy Huskey acoustic bass

Produced by William Alsobrook and Steve Earle
Recorded at Magic Tracks Recording Studio & Masterfonics, Nashville, TN
Recording Engineer: Wayne Neuendorf
Additional Engineer: Mike Elliot

Steve Earle writes about American regret as clearly as anybody going. We met him at the United Nations building and said we wanted to use this song and he said, "Yeah, Emmylou really sings that doesn't she?" and I said, "We're using your version" and he kind of blinked and said, "Oh." Not really regretfully, but a guy like this isn't going to plié in the U.N. theater.


11. SPIRITUAL
(Tom Verlaine)

String arrangement by Stephen Prutsman

Tom Verlaine guitar
Kronos Quartet
David Harrington violin
John Sherba violin
Hank Dutt viola
Jennifer Culp cello

Produced by Stephen Prutsman and Bob Levy
Recorded March 2001 at Skywalker Sound, Nicasio, CA
Engineer: Bob Levy
Assistant Engineer: Judy Kirchner
Recordist and Pro Tools Editor: André j.h. Zweers

We were all sitting on the mixing stage with Tom Verlaine. Kronos Quartet was on the phone from a studio in California with a work-up of their response to Tom's song. David Harrington had wanted to do something with Tom and when they finished there was this silence and Tom says to David, 3,000 miles away, "I don't think that pizzicato thing is working for me." Another silence and then David says, "Tom, I think that's the speaker phone cutting out." I think falling in love is like that, only with brass and cannon.


12. JAYNE'S BLUE WISH
(Tom Waits/Kathleen Brennan)

Tom Waits vocals, guitar

Produced by Tom Waits and Kathleen Brennan
Recorded and mixed March 2001 at Prairie Sun Recording, Cotati, CA
Engineer: Oz Fritz
Second Engineer and Production Assistant: Jeff Sloan
Assistant Engineer: Gene Cornelius

I have sung lullabies to my children as I imagined they were intended. But lately I find myself singing them under my breath when I'm alone. It's quite a thing to sing this little amazement when you're walking on an old logging track and break out into a meadow lit by a quarter moon. My gratitude to the Brennan/Waits family is that mysterious and immense.



Production Credits

Mastered by Paul Zinman at SoundByte Productions, Inc., New York City

Design by 27.12 design

Executive Producer: WHO

All songs published by Big Legal Mess (BMI), administered by Wixen Music Publishing (BMI); except tracks 6 & 11 published by Verlaine Music (ASCAP), track 7 by Special Ryder Music (SESAC), tracks 9 & 12 by Jalma Music (ASCAP), and track 10 by WB Music Corp. (ASCAP)/South Nashville Music (ASCAP).

Robert Belfour, Kenny Brown, R.L. Burnside, Junior Kimbrough, and Asie Payton appear courtesy of Fat Possum Records
Buddy Guy appears courtesy of Silvertone Records
Steve Earle appears courtesy of E-Squared, LLC/Artemis Records

I started working on this soundtrack the day I started working on the film. It was a really busy day. I want to say thank you to some people; not just because they helped me in some tangible way (this way being very important when producing); but more because of their implicit acceptance in that yes-of-course-you-can-do-this sort of a way. I'd also like to say that when you sit down and basically want to give your thanks and appreciation to artists and lawyers in the same paragraph, you're either delusional or you've had a really special time of it. Mine may be both:

Thanks to: Barry Tyerman, Kendall McCarthy, Jay Rabinowitz, Bob Dylan, Steve Aaron, David Kalish, Satchi and John Pattitucci, Joe Mulherin, Larry Brown, Matt Mayer, Tom Verlaine, and most of all Arliss who more than anyone believed I could do it all.

This album is dedicated to Laura Rothenberg.

Debra Winger



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Nonesuch Records, a Warner Music Group Company, 75 Rockefeller Plaza, New York, N.Y. 10019. This compilation ( Nonesuch Records for the United States and WEA International Inc. for the world outside of the United States. (c) 2002 IFC Films LLC. Warning: Unauthorized reproduction of this recording is prohibited by Federal law and subject to criminal prosecution.