The Wisdom of Years

To hear Willis tell it, the only thing more personally traumatic than her years as a square peg in Nashville's round hole came when her parents divorced in 1977. Until that point, she had enjoyed a typically all-American, Army brat life; born in Oklahoma, Willis attended elementary school in North Carolina and high school in Virginia. Because Willis' mother was an actress and nurse, naturally her daughter wanted to be an actress and nurse too. As for music, although Willis remembers listening to her parents' Beatles and Buddy Holly LP's, she says that when her mother left, the music went with her.

In 1985, a drummer and songwriter named Mas Palermo brought music back to Willis' life. While Willis was finishing high school, a friend left a tape of Palermo's rockabilly band, the Vibrato Bothers, in Willis' car stereo. The leap to rockabilly from Buddy Holly wasn't difficult, but Willis says it was the tape's B-side that caught her ear: a T-Bone Burnett album. Within a year, Palermo and Willis were dating and more tapes found their way into her car's tape deck, including a Patsy Cline/NRBQ Memorex from which Willis says she learned to sing. Before long, she was fronting the Vibrato Brothers, which became Kelly & the Fireballs.

"We were hardcore rockabilly," says Willis. "And if we went outside rockabilly any, we were roots-rock. [Guitarist] Evan Johns was our idol. We loved him. He's what we wanted to be."

After a year of playing once or twice a month in Washington, D.C., Palermo decided Kelly & the Fireballs needed to follow Johns to Austin. Willis had already been accepted to Virginia Tech, but opted to go with Palermo anyway. The difficult part, she says, was telling her father that his daughter was moving to Texas with a shady-looking rockabilly band.

"It didn't go over very well at all," says Willis. "But I think my father knew he was going to lose me if he didn't let me do it. He thought I'd go off and not speak to him or something, so he helped me do it."

In Austin, Johns took Palermo and Willis under his wing and helped land them a few opening slots at the Hole in the Wall. In turn, Kelly & the Fireballs became Black Cat residents, playing three-hour sets to small but appreciative crowds. From there, it didn't take long for other musicians and a bevy of local writers to discover Willis and declare her the city's brightest raw talent, with an emphasis on the word "raw"; as much as the shy 18-year-old could belt out the songs, it was clear she was a long way from knowing how to use her voice. Worse yet, Willis was a visibly nervous frontwoman, shaking so much she literally held on to the microphone for balance.

Despite all the local praise, the Fireballs broke up six months after landing in Austin. The band had begun replacing some of their more straightforward rockabilly with country-influenced material before the split, however, and that subtle shift was enough to garner support from two local scenesters who would later become key figures in Willis' career: the Wagoneers' Monte Warden and Carlyne Majer, a local manager.

"Monte would bring us songs and we'd work them up," recalls Willis. "And Carlyne had always said to me, 'You have to sing country songs. You have a country voice.' I was like, 'Okay. That's what I'll do. I'll sing more of those.' It was that easy. Because she said my voice sounded good, I wanted to do it."

photograph by Todd V. Wolfson

After seeing Willis play just once with her next project, Radio Ranch, Nanci Griffith decided she too liked Willis' voice and tipped off her producer, MCA's Tony Brown. By that point, Brown had already made albums with Griffith, Steve Earle, and Lyle Lovett, and was widely regarded as the man that could save Nashville from the hat acts. When Brown signed Willis in 1989 and agreed to produce the album himself, Willis was grateful for the opportunity to head straight to Nashville without having to develop a regional following. A decade later, the singer admits not knowing the first thing about Nashville.

"I was naive," confesses Willis. "Nashville is a star-making machine, a teen-idol town, and I didn't know that. I thought I could make a Lone Justice record in Nashville, and that's the type of thing I wanted to do."

While Brown allowed Willis to record with her own band -- Palermo, guitarist David Murray, steel player Mike Hardwick, and bassist Brad Fordham -- it quickly became evident he was letting the singer make her own mistakes.

"I think he had good intentions letting me use the band, but I also know they were getting it out of the way so they could go, 'Look, this isn't working. We're going to have to drop you if you don't make some changes.' They were very good at subtle prodding. I think all the A&R producer types in Nashville must take some class on how to subtly pressure artists and make everything seem like it's your decision."

Willis' 1990 debut, Well Traveled Love, earned her a clipbook full of good press, but only nominal radio attention. Rather than continue to work the album until MCA's radio department found a single that stuck, Brown began asking for a decidedly slicker follow-up -- fast. Willis says the only buffer between MCA's new round of pressure tactics and herself was Palermo, whom Willis had married just after the MCA deal. Not only did Palermo pen seven of the first two albums' songs, he also wound up as Willis' de facto spokesperson -- a role Willis said she badly needed filled.

"Mas helped me state what I wanted," explains Willis, "whereas Carlyne and Tony were telling me what it was I should want."

Although Willis and Palermo might have preferred holding off on album number two a year or so to settle into their marriage, MCA wound up releasing Willis' sophomore effort, Bang Bang, just nine months after the first. A little more varied and confident, Bang Bang managed to mask the fact that Willis' professional and personal lives were rapidly unwinding. The first blow came just before recording when Brown visited Austin and pressured Willis into letting the band go in favor of Nashville session players. Willis says Brown and Majer's message at the meeting was clear: Fire the band.

In hindsight, Willis says she allowed herself to be intimidated and that the dismissals went down uglier than necessary. In the end, only Palermo and Fordham stayed, and the whole incident clearly remains one of Willis' bigger regrets. Nevertheless, Willis acknowledges that the Bang Bang period was the first time she felt like a solo artist, even if firing her band left her less in control and still with little idea what it took to make it in Nashville. To make matters worse, Willis and Palermo had separated just before leaving to record Bang Bang in Nashville. (They were divorced two years later.)

When all was said and done, Bang Bang was hardly a total loss. While it didn't sell much more than her first release, its critical success translated into a few high-profile dates with Clint Black and Alan Jackson, a reasonably successful club tour, and a Top 40 country video in "Baby Take a Piece of My Heart." And yet the more successful Bang Bang became, the more Willis says she found herself compromising a bit too much to please people at radio interviews and promotional meet 'n' greet dinners.

"I'd cry every night back at the hotel room because it all felt so slimy," reveals Willis. "There was no satisfaction for me, because I knew all these people didn't care for me. If they could have at least liked me, I would have felt okay. But I always felt like I wasn't coming through for anybody in that regard."

Rather than rush back into the studio unhappy, Willis waited almost a year to record her third album -- a year that ended up no less busy, with an Austin City Limits taping, and a plum acting gig in Tim Robbins' Bob Roberts. And just as Willis began parting ways with Majer, a new figure emerged: uber-producer Don Was. At the time, Was was working on an album that paired country singers and soul stars, and when he called Brown to ask about Willis' availability -- impressed with her first two MCA efforts -- Brown invited him to co-produce the singer's third album. For Willis, who had already guessed this would likely be her last release for MCA, Was represented not only a big name but also a potential ally. Better yet, Was, like Willis, was a Nashville outsider, and wound up agreeing more with her than Brown.

"It was really empowering for me to finally have a guy around that agreed with me a lot," says Willis. "It was the first time I could say no to Tony."

In spite of friction with Brown, Willis' self-titled third release was a dramatic artistic step forward. Unfortunately, it was too little too late. Just weeks after delivering "Heaven's Just a Sin Away" to radio, MCA decided to cut its losses. Willis, of course, wasn't as surprised by the what as she was by the when and how; she says the fact that Tony Brown didn't give the news himself came as the ultimate blow.

"That my best friend and only real champion at the label didn't bother to call me hurt," says Willis. "It was rough. It felt like a divorce."

Although it was hardly much of a consolation prize, less than a month later Willis wound up on People Magazine's coveted "50 Most Beautiful People" list.

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Sincerely (Too Late to Turn Back Now)

The next time people outside of Austin heard the name Kelly Willis, she was on the cover of the National Enquirer. It was the last place Willis expected to find herself. In fact, immediately following the dissolution of her MCA deal, Willis attempted to stay as low-profile as possible, taking the time to settle her personal affairs. While she felt compelled to step out locally and play more often to make ends meet, her plan was to write and record at her leisure, eventually pursuing a record deal as if it were her first.

"I decided I needed to start from scratch and reinvent myself to myself," explains Willis. "And I knew it was going to be really hard, but I knew it was my only option. I knew that if my music was going to be worth anything or interesting at all, it had to happen, and what my music was lacking was a point of view and a focus."

Willis' hiatus was actually shorter than even she expected. Within a year, she had begun showcasing in Los Angeles for interested labels. At one of those gigs, Lyle Lovett came to see Willis' fiddler, Champ Hood. Willis and Lovett struck up a fast friendship, and when Willis mentioned Pete Anderson had just refused to produce her new demos, Lovett volunteered. Willis says that because her first three albums were so slick, she envisioned "$2,000 analog-recorded, raw-sounding demos." Lovett agreed and wound up taking her to a large, expensive digital studio in Los Angeles anyway.

As will happen in large L.A. studios, Lovett's three-song demo ran way over budget. In an attempt to recoup his investment, Lovett's management shopped the demos and quickly found an interested party in A&M and Teresa Ensenat. Just before the deal became official, Willis joined Lovett onstage at the Paramount. Less than a week later, the pair appeared on the Enquirer's cover.

"After that night at the Paramount, I went back the next day to have lunch with his parents in his room, and as I'm leaving, the guy opens a door and takes our picture. The look on my face is, 'Hello?'"

While Willis claims the photo was taken the "next day," not the "morning after," there's little doubt she and Lovett had a so-called inappropriate relationship. In fact, boyfriend Bruce Robison had already grown suspicious enough of Willis and Lovett to pack his bags and head for Nashville.

"It made Lyle very uncomfortable because he was having trouble with his wife [Julia Roberts]," explains Willis. "The next thing you know, Hard Copy is waiting in front of my house looking for footage of me taking out the trash. Sally Jesse Raphael called and wanted me to be on the show. It was awful. I didn't want to leave the house and I got really depressed. It was devastating, and now I look back and realize I should have been laughing."

The funny part, says the singer, is that for all the notoriety of landing on the cover of the National Enquirer, the news never reached Ensenat.

"Teresa called one day about pairing Lyle and me for some kind of television thing and I told her it might be a little weird," chuckles Willis. "Then I realized she hadn't even heard about it. This huge thing in my life was nothing to anybody else."

Rather than pair Willis and Lovett again, Ensenat paired Willis with Son Volt's Jay Farrar and the Jayhawks' Gary Louris. Willis readily admits she had no idea who Son Volt or Uncle Tupelo were at the time, but she agreed to record with Farrar for a Red Hot & Bothered compilation that ultimately led to demos on which Willis was backed by both Son Volt and Sixteen Horsepower. A year later, those demos became Fading Fast, a promotional EP that was designed to remind radio Willis still existed, but ultimately got released commercially after the strongest critical praise of her career.

"It wound up as an incredible turn for me to work with Son Volt," agrees Willis. "It associated me with people who I hadn't been associated with before, and it made people think twice about me who normally wouldn't. It's like integrity and credibility shined down on me all of a sudden. I was really lucky to have a label that wanted to make stuff like that happen for me."

Unfortunately, before Willis started on her full-length A&M debut, Ensenat left the label. Since she was fearful of being pushed around again -- this time toward a pop star makeover -- Willis let A&M know it would be okay if they dropped her.

"I thought, 'I don't want to get into this again,'" reasons the singer. "I don't want to have another thing where somebody wants me to be something I'm not. I could have tried to jump through the hoops, but I'm pretty sure I couldn't be Sheryl Crow, which is what I think they wanted me to be. I'm just not that kind of artist."

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I Know Better Now

At the start of 1997, the bad news was that Willis was again unsigned. The good news was that she finally knew what she wanted -- creative control. After all, things were beginning to turn around; she'd mended her relationship with Robison and the two had gotten married. She was also happy to be playing the live gigs in town that she once played simply for the money. The fact that her new band, featuring Jon Dee Graham and Amy Farris (formerly Tiven), was perhaps her finest backing yet didn't hurt. Better yet, she played seven of the inaugural Lilith Fair dates, putting her in front of some of the largest audiences of her career.

Kelly Willis and husband Bruce Robison photograph by Todd V. Wolfson

All that was left for Willis to do was record, and after a false start recording her new album in San Francisco, Willis returned to Austin to make what would become What I Deserve. While the album's budget, provided by Rough Trade's U.K. office in exchange for the overseas rights, was tight, local producer Dave McNair agreed to oversee production. Unfortunately, for as natural as those recordings sound now, Willis and McNair didn't always see eye to eye, and the sessions were not without some trauma.

"I kept thinking, I didn't wait five years to fuck up again," explains Willis. "And I feel sorry for Dave. I was not an easy person to work with at that point. It was a lot of, 'No. I don't like that.' I didn't want to compromise -- ever. I think it's fair to say it was not an especially pleasurable experience 100% of the time."

For better or worse, the Austin sessions ended in December of 1997, with Rykodisc officially signing Willis almost a year later. While Rykodisc has a reputation for being particularly artist-friendly, they rarely create superstars, so Willis isn't banking all her hopes on her major-label record deal; best case scenario, she says, would be selling 100,000 units (each of the MCA albums sold 60,000 copies), allowing her the opportunity to make a second album for Rykodisc. Her theory, which only time will prove or disprove, is that her appeal is broader than most alt.country artists and that her seven-year absence has created a demand for new product. If initial response from the press is any indication, she may be right. Could Kelly Willis be Austin's new underdog?

"I've always tried to be the best I can and I think that's been obvious," says Willis. "I think people can tell. It's not like I've spent all this time trying to become a superstar. If I have, I've been really stupid and unsuccessful. I just think people respect that I've tried to make good music and tried to get it right.

"The one thing I learned over the years is that you're the best at what you are and not very good at what you're not. Maybe I'm not a huge-scale, big-selling artist, but if I just do what I'm good at, it will be worthwhile. I think I've come to terms with my career. I think I've finally got my priorities straight."