WILLIE NELSON
THE LAST LEAF ON THE TREE
by Peter Blackstock
When Willie Nelson started referring to his backing band as “the Family” in the 1970s, it was largely because his sister Bobbie was playing piano alongside him. He’d also come to consider his other bandmates as family members — and indeed, most of them stayed with him until their final days, or are still with him now.
But Willie’s biological family was still a work in progress. Little did he know back then that two sons would eventually arrive who would become essential not just in his life, but also his music. Christmas Day 1988 brought Lukas, now a bright star in his own right with a voice that’s sometimes uncannily reminiscent of his father’s. Micah followed in May 1990, and over the next few decades, as the two brothers followed their artistic visions, those paths often intertwined with their father’s.
So it was natural, maybe even expected, when Willie’s longtime manager Mark Rothbaum suggested to Micah last year that he should produce an album for his dad. Micah frequently sits in with Willie on tour, and he had important contributions to family-oriented albums such as 2017’s Willie and the Boys and 2021’s The Willie Nelson Family.
Still, producing Last Leaf On The Tree was a big step for Micah. As a teenager, Willie’s youngest son found his own muses well beyond country as he followed trailblazing indie artists such as the Flaming Lips and Beck. Meanwhile, he started making his own music, first with the band Insects Vs. Robots and later under the moniker Particle Kid, borrowing more from freak-folk and outsider music than from trad-country. So how exactly would this work?
At the root of it all is mutual respect. Willie knew Micah would approach things differently than Buddy Cannon, who produced most of the albums Willie has made over the past decade. He trusted Micah’s instincts, even when those instincts involved, say, using forest foliage for percussion instead of a drum kit. Meanwhile, Micah knew he had to keep one foot grounded in Willie’s world. “If this thing was going to work, and for him to be able to be into it and sing from an honest place, the songs themselves had to be able to look good naked,” Micah says. “I knew that I would get inspired and find my way with how to decorate the songs. But it had to, at its core, be able to hold up on its own.”
He took inspiration from Willie’s 1996 album Spirit, a stripped-down affair that featured only Bobbie’s piano, Jody Payne’s rhythm guitar and Johnny Gimble’s fiddle. “There’s never any more than a few things happening at once, and there’s so much space,” Micah says. “I thought that was at least a great place to start, because it captures the core essence of my dad.”
An important decision was to record primarily at Hen House Studios, a studio in Venice, California, where Micah has worked extensively. Willie typically records his parts at his own Pedernales Studios outside Austin; vocals for two tracks on the new album were done there, and Micah did some finishing work at his own home studio in Northern California. But the bulk of the record was made with engineer Harlan Steinberger at Hen House.
“He’s comfortable there,” Micah says of Willie, who’d visited Hen House several times previously. “Harlan’s got everything you could possibly need there, and he’s just a great person and beautiful guy to work with.” Seasonal considerations were also a factor. “A lot of this was done during the summer,” Micah notes. “It was like, yeah, let’s maybe not go to Texas in July. Let’s be in a place where you can go outside, get some sun and some fresh air and move around.”
Willie Nelson albums first and foremost are about the songs, so it was a good sign that the plans for Last Leaf On The Tree started with two Tom Waits tunes. “Mark (Rothbaum) and I always felt like there was a lot of songs that Tom wrote that my dad could have written,” Micah says. “They’re simpatico in a lot of ways.” Willie has covered Waits songs before, including “Come On Up To The House” from 2012’s Heroes, and a lovely duet of “Picture in a Frame” with Kimmie Rhodes.
Initial ideas of a Waits tribute album eventually gave way to a broader vision with a remarkable variety of material. They included songs by writers with whom Willie was plenty familiar — his pals Neil Young and Keith Richards, legendary jazz artist Nina Simone — as well as favorites from Micah’s generation including Beck, Flaming Lips and Sunny War. Willie’s longtime harmonica player Mickey Raphael suggested Warren Zevon’s moving “Keep Me In Your Heart.” Willie and Micah wrote a new song, “Color Of Sound,” for the occasion. And Willie revisited “The Ghost,” a 1967 deep cut that Micah had performed with Daniel Lanois at Willie’s 90th-birthday bash in 2023.
As disparate as the sources were, Micah gradually realized there was a through-line that connected almost all of them. “They are all songs about love and death,” he says. “I knew my dad could sing about those things from an honest place. I think that’s what this album is about — the infinite cycle of love and death. “
Micah says he took a “sculptor’s approach” to the production process. “It’s an approach that I really love and have used a lot over the years — just throwing the clay down and stepping back, then maybe adding a little more, and then maybe shaving down here, and building the tracks that way.” He handled most of the instrumental work himself: Per the album credits, he played more than two dozen instruments, from guitars and pianos to “sticks and branches, logs and dead leaves.”
Let’s take a closer look at the songs of Last Leaf On The Tree:
“Last Leaf” (written by Tom Waits & Kathleen Brennan)
“House Where Nobody Leaves” (written by Tom Waits)
“Those were songs that he resonated with pretty easily,” Micah says of his father. The former tune, which Waits recorded as a duet with Keith Richards in 2011, gave the album its title “because it seemed to me to sum up the overall theme of the record. It felt very true to my dad — you know, he is the last leaf on the tree, of his generation.”
“House Where Nobody Lives,” which came from Waits’s 1999 album Mule Variations, reminded Micah of his father’s song “Home Motel,” first recorded in 1963. “The house representing the relationship is a concept that he’s dabbled in already, and he really loved Tom’s approach to that,” Micah says. “My production approach was that really wanted it to sound like you were in this house.”
Micah played cello on the track, though he humbly describes his efforts as “me trying to play the cello. But I knew that I would make it sound like a creaky, groaning, wooden house.” A rhythm track imitates the tick-tock of an old grandfather clock; tinkling piano keys sound as if they’re drifting up the stairs. “This house is kind of falling apart, trying to hang on; it’s creaky and old. That was the the picture I wanted to paint with the music.”
“If It Wasn’t Broken” (written by Sydney Lyndella Ward)
The Los Angeles artist who makes music under the name Sunny War may be new to most Willie Nelson fans, but Micah knew this song’s paradoxical message — “How would you know you had a heart, if it wasn’t broken?” — would resonate. “I always thought it was a great song, worthy of someone like my dad to sing it,” Micah says, adding that his father’s voice “adds this whole new dimension of weight and depth to it.”
For her part, Sunny War couldn’t be more grateful. “Willie singing ‘If It Wasn’t Broken’ is the sweetest and greatest thing that’s ever happened to me as writer and musician,” she says. “I used to play that song on the Venice Beach boardwalk and would have never imagined back then that Willie Nelson would ever even hear it.”
“Lost Cause” (written by Beck David Hansen)
Taken from the Grammy-winning musician’s 2002 album Sea Change, the song was one of several Beck tunes they considered. “This one’s really like a country song in a way,” Micah says. “It’s this relationship gone south, and just reconciling with all that. It’s a very clear narrative country song, but it’s kind of psychedelic, too.” All it took was Willie finding a way “to turn it into a totally new thing that is him,” Micah says. “It was really fun to watch that unfold.”
Upon hearing this new cover of his song, Beck remarked that “Willie’s songs have been my companions for most of my life. I’ve been lucky to get to hang out and sing with him on several occasions over the years,” adding, “There’s no one like him in music and it’s the greatest honor to have him record this song.”
“Come Ye” (written by Nina Simone)
From her 1967 album High Priestess Of Soul, “Come Ye” feels less like a song than a meditation, one with a message that’s perfectly suited to Willie’s worldview. “When my dad’s singing it, it really feels like this plea from an elder to the world, to the future,” Micah says. They recorded the song shortly after the Oct. 7, 2023, attacks in Israel. “So the feeling was palpable: We need peace desperately. This is not a negotiation. This is what we need.”
“Keep Me In Your Heart” (written by Warren Zevon and Jorge Calderon)
Written shortly before Zevon’s before his death from cancer in 2003, it became one of the 21st century’s first great songs. Micah’s former Insects Vs. Robots bandmate Nikita Sorokin contributed exquisite violin that underscores the song’s heartbreaking beauty. “When I listened back to to my dad’s vocal on it, I just started bawling. I cried my eyes out.”
“Robbed Blind” (written by Keith Richards)
Rothbaum suggested this tune from Richards’ 2015 album Crosseyed Heart. Its lyrics suggest something nefarious has taken place without revealing specifics. “It’s probably a true story,” Micah says, “but I don’t want to know. I’m not going to ask Keith.” A Jamaican-influenced groove drives the languid tempo, with Micah and Doors drummer John Densmore playing native percussion instruments.
Richards clearly approves, remarking “Last Leaf on the Tree is the latest from Willie Nelson. I’m particularly blown away because he has included a song of mine called “Robbed Blind” which is strange because when I first wrote and recorded it, I wondered what Willie could do with it. NOW I know. Funny how things go around! Micah ‘s great production keeps it in the family.”
“Are You Ready For The Country?” (written by Neil Young)
“Broken Arrow” (written by Neil Young)
Willie’s close friend Waylon Jennings had a top-10 country hit with “Are You Ready For The Country” in 1976. Micah suggested it largely to provide a change of pace on the album. “I thought this would be an opportunity to have a hootenanny kind of feeling,” he says. “So I played logs and sticks and leaves and hand claps and jars with water. And I got the goats in there, and the dogs and the chickens.” Willie suggested keeping Micah’s scratch vocal on the final track, so that father and son are singing together.
They also both sing on “Broken Arrow,” a cinematic six-minute epic from the 1967 album Buffalo Springfield Again. It’s the most ambitious track on Last Leaf, but Micah was determined to keep things from getting too far-fetched. “On the Buffalo Springfield version, there’s all kinds of Sgt. Pepper-esque stuff going on with sampling, and it’s a big production,” he says. “I was like, how can I make this not a big production, but still feel like ‘Broken Arrow’? That was a fun challenge.”
Young calls Last Leaf On The Tree “a beautiful, beautiful album. “Who would’ve ever thought that Willie would do Broken Arrow?” he marvels. “And it’s such a trippy version. And on “Are You Ready For The Country,” the guitar playing of both of them is so great, and they’re singing together. I love it.”
“Do You Realize??” (written by Wayne Coyne/Steven Drozd/Michael Ivins/Dave Fridmann)
One of the Flaming Lips’ most enduring songs is an existentialist masterpiece well-suited to the tao of Willie. It took some time before this one clicked into place. “A lot of these songs he’d never heard before I played them for him, so he had no memories or history with them,” Micah says. “But there was a cool moment when I think my dad realized how meaningful these songs were to a whole new audience he wasn’t aware of. I was playing some new mixes and my cousin Trevor came over right when we were listening to ‘Do You Realize??,’ and he totally freaked out. That really fired my dad up! I felt this energy shift in him about the whole project.”
From their perspective, the Lips loved it. “He’s just such a unique singer,” Coyne says. “You hear one second of his voice, and you go, that’s him.” Drozd says his only regret is that his late father won’t get to hear it: “I wish he was still alive to see this happening, that Willie Nelson is doing a Flaming Lips song I had a part in co-writing. He’d be very proud.”
“Wheels” (written by Micah Nelson)
“The Ghost” (written by Willie Nelson)
“Color Of Sound” (written by Willie Nelson & Micah Nelson)
“Lookin’ For Trouble” (written by Willie Nelson) — HIDDEN TRACK
The originals take over in the home stretch, with four of the album’s last five tracks written by Willie and/or Micah. “Wheels” was on a 2017 Particle Kid record. Saxophonist Sam Gendel created a sonic riverbed underneath Willie’s vocal, resulting in “probably the most alt-sounding, oddly modern track on the record,” Micah says. His father’s guitar playing was perfectly minimalist: “He didn’t play that much, but at one point, he just played this one note, and it was the perfect note that just soared through at the end. I’m like, great. That’s it.”
“Color of Sound” came from a phrase Willie had jotted down while on tour: “If silence is golden, what color is sound?” Micah wrote the rest, then turned again to the minimalist model of Willie’s Spirit album as his guide. “I just thought, if this song was on Spirit, how would it sound? Once I approached it like that, and he heard it, he was like, ‘Oh, yeah.’”
The song’s chorus — “Listen, here comes that silence again” — also serves as a perfect lead-in to “The Ghost,” which begins with the line, “The silence is unusually loud tonight.” The blueprint for how they approached the 60-year-old song traces to last year’s 90th-birthday concerts at the Hollywood Bowl, where Micah performed it with iconic musician/producer Daniel Lanois on pedal steel guitar.
“Looking For Trouble” is a humorous postscript that is not credited in the album notes in a nod to “hidden tracks” popular on CD releases in the 90s and early 2000s. It begins with 45 seconds of Micah’s trippy sonic experimentation (“my little self-indulgent moment,” he admits) before Willie sings a few lines of goofy wit and wisdom and finishes the album with a joyful cackle. “That’s my dad, you know — go out laughing,” Micah says.
And then he adds, tellingly: “We’re very sincere, but we are totally not serious at all about anything. I knew that the album had to end with a very unserious moment. That was a little reminder: Don’t get too caught up in it, folks. He wouldn’t have it any other way, I think.”
