Frustrated by dissension within his band, and dissatisfied with his own performance on their latest studio album, Tom Petty decided to record his first-ever solo record in 1987.

Released in 1989, Full Moon Fever would become Petty's greatest commercial success. During its creation he found a new musical partner that inspired him to create some of his best and most popular songs. But along the way he also risked further alienating several members of the Heartbreakers, and even found himself unexpectedly rejected by his own record label.

In Warren Zanes' 2015 biography Petty, the artist expressed strong regrets over walking out on 1987's Let Me Up (I've Had Enough) before he felt it was fully completed. "It was the first time, the only time, I handed a Heartbreakers record over to someone else to bring it home," he said. "I shouldn't have."

Around that same time, Heartbreakers guitarist Mike Campbell received a worrying phone call. "Tom called me up and said, 'We're done. I think we're done,'" he recalled. While Petty later retracted that thought, it was clear that at least a temporary change was in order. Here's how Petty assembled a new creative team and recorded Full Moon Fever.

"Free Fallin"
It's fitting that "Free Fallin'" leads off the album, as Petty said its creation marked the moment it became clear there was a magical chemistry between himself and the album's producer, Jeff Lynne. The day after their first brief musical collaboration (see "Yer So Bad" below), the pair was goofing off on keyboard and guitar. A stray lyric fragment suggestion from Lynne quickly led into what became one of Petty's signature songs. "There’s not a day that goes by that someone doesn’t hum ‘Free Fallin” to me or I don’t hear it somewhere,” Petty told Rolling Stone years later. “But it was really only 30 minutes of my life.”

Maybe, but it was a very important half-hour. "It was so light, so removed from the struggle," Petty said of his early work with Lynne in Petty. "I hadn't felt that in a long time. It was like I hadn't take a deep breath in I don't know how long. But I think you can hear me taking one in there."


"I Won't Back Down"
The fast pace Lynne and Petty had set with "Free Fallin'" continued. What would become Full Moon Fever's first single was written when the pair was mixing the earlier track. At first, Petty wasn't sure he should use "I Won't Back Down." "That song frightened me when I wrote it," he told Mojo in 1999. "I didn't embrace it when I wrote it. I thought it was too much like me. It's so obvious. God, there's not a hint of metaphor in this thing. It's just blatantly straightforward."

But he trusted the opinions of those around him. "Everyone else around liked it. And I said, 'God, there's nothing to hide behind,'" he recalled. "Now I see that it was a good thing, because it meant so much to so many people."


"Love Is a Long Road"
Guitarist Campbell was the only one of the Heartbreakers to participate on every Full Moon Fever song. After Petty and Lynne came up with their first two songs together, they needed a place to record, and Petty no longer had a home studio. Petty "brought me into the fold," Campbell told Zanes in the biography. "He didn't have to. I got the call, and I was in. I loved it from the first day they showed up at the house. It was like going to musical college."

Campbell credited his motorcycle with inspiring him to write "Love Is a Long Road." "I was really into that frame of mind,” he told Rolling Stone. “This feels like a motorcycle shifting gears."


"A Face in the Crowd"
At least one person out there thinks Full Moon Fever's fourth single is Petty's crowning achievement. Even though Petty called it "a really sweet song" with "a nice sentiment," he noted that it's also "extremely simple" and "not complex in any way." In Paul Zollo's 2011 book Conversations With Tom Petty, Petty recalled meeting a more enthusiastic fan. "I went to Mexico not long ago and there was a male flight attendant," he said. "And he didn't speak much English, and he came over and said, 'Oh yes, Tom Petty. 'A Face in the Crowd.' That was the one he keyed in on."


"Runnin' Down a Dream"
Just as motorcycles inspired Campbell to write "Love Is a Long Road," Petty's mind turned to cars when he wrote the lyrics for "Runnin' Down a Dream." "To me, American music was all about listening in the car," he told Rolling Stone. Petty's most vivid memory of recording the song -- as related in Conversations -- came when Campbell cut the song's climatic guitar solo. "Mike was just sitting there with his head down," Petty recalled. "And that bit came, and he started to play. And he played that incredible solo. But he looked like a stone statue. He didn't ever blink or move. ... I remember Jeff [Lynne] looking around his shoulder and looking back at me, and making this face, like, 'Is he really doing this?' It was one take. One take."


"Hello CD Listeners"
Petty humorously lamented the compact disc's rise at the end of the '80s with a brief spoken-message hidden track that forced listeners to remember a time when albums had to be flipped over.

He later explained that he felt vinyl's time limits were an essential part of the album format. “You could only get about 20 minutes on a side," he noted. "So you planned it out where you had two 20-minute sides, usually. Now we don’t think that way. Time is unlimited. And I think once we had the luxury of all the time we wanted that records got really long, maybe too long.”

He included a similar message on 1991's Into the Great Wide Open, instructing cassette listeners to fast-forward past the empty space at the end of Side One before flipping the tape over to play the second side.


"Feel a Whole Lot Better"
When Petty submitted Full Moon Fever to his record company with "Free Fallin'," "I Won't Back Down" and 'Runnin' Down a Dream" included, it was rejected because its nine songs didn't add up to a very long running time. Plus, according to execs, it didn't have any hit songs. "I brought the record in, and they didn't like it," Petty told Zollo. "Which had never happened to me. I was stunned. ... They wanted me to go away and come up with a single."

In an effort to at least calm the label's fears about the album's length, Petty recorded a cover (but with a shortened title) of the Byrds' "I'll Feel a Whole Lot Better," a natural song choice given his longstanding love of the band. "I think we were inspired a lot by Roger McGuinn of the Byrds and his 12-string playing," he told NPR's Fresh Air of the Heartbreakers' early jangly sound. "And it was just something that came to me naturally, and I kind of took it from there. And I think we've developed it into our own thing."


"Yer So Bad"
After a chance meeting in 1987, Petty developed a quickly blooming friendship with former Beatle George Harrison. In addition to benefits like impromptu living-room performances of "Norwegian Wood," Petty was introduced to ELO frontman Lynne, who had just produced Harrison's hit comeback album Cloud Nine. Without any goals in mind, Petty and Lynne began working on music together, starting with an unfinished track named 'Yer So Bad.' "I couldn't figure out a way from the verse to the chorus," Petty recalled in Zanes' Petty book. "And Jeff figured something out right away. Things happened fast with him. So I asked him if he'd produce the track. I loved what he'd done with George."


"Depending on You"
Asked by Zollo in 2011 about "Depending on You," one of three songs Petty wrote by himself for the Full Moon Fever album, he noted that it "was really fun to do. We should play that song. We've never played it in concert." ( says differently, noting that he and the Heartbreakers performed it on Nov. 26, 2006, in Jackson, Miss., but there's no video documenting this.)

Questions of trust, loyalty and co-dependence swirled around Petty and the Heartbreakers during Full Moon Fever's fruition. Tensions between Petty and drummer Stan Lynch were particularly disruptive, and he eventually was the only member of the Heartbreakers not invited to contribute to the solo project. "Before the record came out, Stan went all over town telling people that the album sucked," Petty told Zanes. "I think the Heartbreakers were insecure because I did Full Moon Fever and went into the Traveling Wilburys. They were pissed off. But I wasn't quitting the band."

Petty brought the band on tour in support of the album and then into the studio for his next record, 1991's Into the Great Wide Open. Things didn't get better with Lynch, who again stayed on the sidelines when the other Heartbreakers played on Petty's 1994 second solo record, Wildflowers. Soon after that, he was out of the band.


"The Apartment Song"
One of several tracks that was shelved when 1985's Southern Accents was downgraded from a double to a single album, "The Apartment Song" finally found its way onto a Petty record four years later. According to Benmont Tench in Petty, the song was one of the first written for Southern Accents, which was originally planned as a concept record about the South. "Tom started writing the record, from what I understand, by just writing words associated with the South," he said. "'Rebels,''Trailer,' 'Apartment.'" The earlier version of "The Apartment Song" -- which can be heard on the 1995 box set Playback -- is looser than the Full Moon Fever take and features backing vocals by Stevie Nicks.



"Alright for Now"
A quick YouTube search of the baby-filled fan-made videos for "Alright for Now" show how the song has become a beloved lullaby for Petty fans. Perhaps Petty was trying to sooth himself when he wrote it. He told Zollo he and Campbell cut it soon after learning of MCA's initial rejection of Full Moon Fever. "We did that without Jeff," Petty recalled. "Jeff was out of town. And then Jeff came back and I said, 'They don't want to put the record out.'"


"A Mind With a Heart of its Own"
If this title reminds you of Connie Francis' chart-topping 1960 hit "My Heart Has a Mind of Its Own," well, congratulations, you cracked the code. After Petty and Lynne arrived at the studio in separate cars one day, they realized they both just heard the song on the radio. "I said, 'Did you hear that Connie Francis thing?'" Petty recalled. "He said, 'Yeah, I just heard that. But what if you sang that the other way. Then it means an entirely different thing.'" The next day Petty paired his reworked lyric with a Bo Diddley-type beat and surprised himself with an improvised verse that rhymed "world" with his real middle name, Earl. "I was so pleased with that," he later said. "It just landed perfectly with 'world.' So we kept that in."


"Zombie Zoo"
Petty was extremely proud of Full Moon Fever in the years following its release, but he wished he had ended the record sooner. "I hate 'Zombie Zoo,'" he told Rolling Stone in 2017. "I do not understand how that got on the record when I had better stuff that didn’t get on the record. What frame of mind produced that, I don’t understand. ‘Cause normally, I would have thrown that away. God knows we’ve thrown away far better. That was nearly a perfect album until the very end."



The Best Song From Every Tom Petty Album

More From Ultimate Classic Rock