“Authorities and experts will pick you from the dust
They’ll hug you while they piss on you to wash off the mistrust
Truth in advertising is as real as unicorns
But you’ll buy half a dozen even if they have two horns.”

 —“Darker Than You Think”

Few people know Billy Bob Thornton earned money as a musician long before he worked his way to the top of Hollywood’s A-list. In 1974, Thornton’s band–Hot Lanta–recorded in Muscle Shoals at Widget Sound. Thornton started a ZZ Top tribute band, Tres Hombres, in the late 70s. He also played in a group called Nothin’ Doin’. Thornton and J.D. Andrew started the Boxmasters around 2006. Seventeen years later, the Boxmasters released their fourteenth album, 69, on May 5, 2023.

Thornton wrote about the Boxmasters’ provenance in his 2012 book, A Cave Full of Secrets: “We created the Boxmasters out of our love of sixties music. On our first record we made up this whole phony story about how the Boxmasters came from Bellflower, California (a town that’s just a car lot, basically). The way we really got together happened while I was working on Beautiful Door, my last solo album over at Universal. I met J.D. Andrew. 

“The Boxmasters started out as a thing that was a combination of hillbilly music and the British Invasion. I’m not talking about the country music they have now, but actual hillbilly music and country music of the fifties and sixties. Webb Pierce, Del Reeves, guys like that who we really loved. J.D. Andrew and I put this band together to mix that music with the music of the Animals, the Beatles, and the Kinks, with the Rolling Stones thrown in for good measure.”

Multi-instrumentalist J.D. Andrew was working for the legendary engineer Jim Mitchell when Thornton met him. Grammy-winning Andrew’s recording skills have been employed by The Rolling Stones, Guy Clark, Will Kimbrough and The Pussycat Dolls to name a few. Andrew has also recorded and dubbed television and film features for Netflix, Amazon, Disney, Fox and others. His skills power the musical engine behind The Boxmasters’ recordings.

The Boxmasters and I shared a mutual friend, Michael “Buffalo” Smith, who passed away two years ago. Buffalo and I worked together for years at an online publication. Thornton wrote a Foreword to Buffalo’s book, A Prisoner of Southern Rock. Buffalo turned me onto the Boxmasters in 2008. Years later, Buffalo introduced me to Thornton at an event held at the “The Big House,” the old home of the Allman Brothers Band in Macon, Georgia. 

A talented writer, director and actor, Thornton’s film career casts a long shadow that deserves much respect. His work in films such as The Man Who Wasn’t There, Sling Blade, Monster’s Ball, Friday Night Lights, One False Move, A Simple Plan, The Alamo, Primary Colors, U Turn, Pushing Tin, Homegrown, Jayne Mansfield’s Car, Chrystal, Dead Man, The Badge, Levity, The Apostle, All The Pretty Horses, The Smell of Success, Chrystal, Intolerable Cruelty, Armageddon, and Tombstone, along with the streaming series Goliath, contend as classics.  Thornton’s music lingers in the memory just as much as his writing and films.

The new album 69 ranks as one of The Boxmasters’ strongest. While they’ve shared the stage with Willie Nelson, Los Lobos and ZZ Top, The Boxmasters are a formidable talent and don’t need to open for other bands. In April, they recorded three new records before they started the 69 tour cycle. Two weeks ago, they headlined a show in New Mexico where 8,500 fans attended.

Andrew and Thornton called me from Phoenix, Arizona, on June 5, for this interview.  We discussed their new album, 69, songwriting, recording, the current tour, Phil Walden, Colonel Bruce Hampton, Vic Chesnutt, Daniel Johnston, Widespread Panic, Chuck Leavell, the Allman Brothers Band, Bob Dylan, Daniel Lanois’ buried treasure of a soundtrack to All The Pretty Horses and baseball.  During the call, we planned to meet up before their two Georgia shows on June 13th and 14th.

JC: Hey, fellas, thanks for taking the time to talk. I’d like to dedicate this interview to our old friend, the dearly-departed, Michael “Buffalo” Smith. He turned me onto the Boxmasters when you guys first started out.

BBT: Yeah, we loved ol’ Buffalo.

JC: Your new record 69 sounds great, and it’s been out a month.

JD: Yes, exactly a month to the day.

JC: Peppertree Hill Studios is your new studio, right?

BBT: Yeah, it’s out in Agoura Hills. It’s north of L.A. We bought it a couple of years ago, right JD?

JD: Yeah. We got it up and running after the 2021 tour. That’s when these 69 songs started. This was the first record recorded there. Well, one of the first batches of songs recorded there in the fall of 2021. As we were putting the studio together we already had a lot of songs and that’s what we started recording. 69 was the first release that was recorded, mixed and released at Peppertree Hill Studios.

JC: So, these songs are all new.

JD: Oh yeah.

JC: When you guys write songs is it a Lennon/McCartney thing? Or one guy writes all the lyrics and another guy writes all the music?

BBT: It happens in different ways. We’ll have lyrics first–but that’s very rare just to have lyrics. Generally, we have a lyric for a chorus or a verse or a bridge and we’ll have a melody to usually start with most of the time. Sometimes J.D will do all the music. Or sometimes we’ll do the music together. Every now and then I do the music. It happens in different ways. Whoever has the best idea or melody wins. We’ve always got some kind of concept for the song. A concept and a melody. Maybe a line or two. They just blossom from there.

JC: The opener on 69, “Chestnut Eyes” could be a single.

JD: It’s funny, “Chestnut Eyes” was the first single for the record as much as singles get released these days.

BBT: That song the label picked as the single and we already decided on that ourselves. We were really happy they thought the same thing. We kinda liken “Chestnut Eyes” to a Grass Roots song like “Midnight Confessions” or “Temptation Eyes”. It has a Grass Roots vibe.

JC: “Take It Inside” emits a moody, cinematic quality.

BBT: I think “Take It Inside” may have been the first one we recorded for this record as I remember. We got into this period where we’d start out kind of spooky and just get heavier as the song progressed. A couple of the songs do that. On this tour, we’re actually playing three or four new ones we just wrote before we hit the road that aren’t out yet. What’s great about it is you can read the audience and see what songs they respond to the most. We’ve got a new song called “The Light of Lenoir” and one called “Grace Came Home”, a brand new thing we just finished and the audience just lights up when we play them. It’s handy to play new songs from the new record to get them interested in the record. And then you try out a song that’s coming out next year.

JC: The band’s output is prolific. The number “Darker Than You Think” is applicable to various levels of truth. I like the lyrics: “Authorities and experts will pick you from the dust/They’ll hug you while they piss on you to wash off the mistrust.” It’s a song for these times…

BBT: Oh yeah. That was written about politicians, corporations and lawyers. That’s absolutely a politically motivated song.

JC: A little dose of truth might do folks some good.

BBT: That is certainly true.

JC: “A Big Sunshine” sounds like a musical Ferris-wheel with a memorable anthem chorus. It would be on the radio in the old days.

BBT: Exactly. JD tell him the story of how that song happened.

JD: While we were on tour last year my wife and kids went somewhere and I can’t remember where it was and they took a picture and the sun was right behind them. My youngest son, who was probably five at the time said, the picture looks like a big sunshine. So, I told Billy. I turned my back for a minute and he had the whole song written. Once we got in the studio and started recording that song popped up right away. Somewhere I have the picture that was the inspiration for the song. I need to find it.

JC: It contains some Beach Boys sonic qualities. 

JD: There’s some Beach Boys in there…

BBT: I feel guilty I ended up writing lyrics about psychedelics to a song that a five year old inspired (laughs).

JD: Bella, Billy’s daughter, has a lot of titles and song subjects. You’d never know that by reading the lyrics after the fact. I remember a song from a long time ago called “I’ve Never Been Dead In My Life”. Billy and Bella were walking across the street and Billy said–be careful crossing the street. And Bella said, “Oh Daddy I’ve Never Been Dead In My Life” (laughs)

JC: Write that down!

BBT: Exactly.

JD: I love how they say things that are spot on. The meaning is exact, but it’s said in a way that we learn not to say things.

JC: They’re honest.

JD: They say it perfectly. Over the years they learn how to say things properly. That’s where you can really get some good stuff. Kids say things in a natural way.

BBT: Bella named one of our albums called Tea Surfing. I said, ‘So Bella, I need two words. One that associates with southern California and one about England. Like a British Invasion of Southern California that had an influence on our music.’ Without skipping a beat, she said: Tea Surfing (laughs).

JC: Pretty sharp. I thought about the song “Anta Nica”–if you put an S on the first word and an MO on the second, you have Santa Monica.

BBT: We play that live. I was taking a drive with Bella and the lights coming into Santa Monica were burned out and she said, ‘Daddy, the lights are out in “Anta Nica” tonight.’ And I thought that’s a good title. It’s really about Santa Monica during the pandemic.

JC: “Love Is Not A Sport”–another concise hit.

JD: We’ve gotten pretty good when we’re all done with the record–sit there and be like, ‘Hey, do we need this extra chorus?’ Or verse. Whittling them down to a concise, non-rambling pop song. That’s what we’re going for. We got pretty brutal with ourselves about making it a better listening experience. We’ll chop out stuff we don’t need. We can try different versions of it. We try to make a song straightforward and to the point. It has all the bells and whistles but it’s still a three or four minute pop song, but sometimes we’ll write a six and a half minute song and it’s like wow that’s an epic. Sometimes it has to be that long.

JC: That’s a great riff on “Working Title”. That song has an open road vibe…

JD: Well, thanks. It sounds pretentious to say, I’d have to go back and listen to the riff. Most of the songs we record ‘in the now’. We finished three records in April. I remember some of those songs. I remember songs we play live and other songs we’ve played live previously. If it’s just an album cut I may not remember it until we play it. We do so much sometimes some things you just can’t get to for a while. We’re usually ‘in the now’ instead of thinking about what we did before. Every song is new and you take the journey to where it’s going. You make each song as special as you can at that time. When you move onto the next one you forget what you did on the one before.

JC: It’s a sign there’s a lot of material, and that’s a good problem for songwriters to have.

JD: Billy is an endless supply of songs and ideas. It’s a matter of me keeping up and learning something new between each song and making every one unique in some way. Or you’ll fall into a rut of doing the same thing over and over. We really push ourselves on each song. We try to make it better than the last in some way. Musically, we’ve always trying to do things we’ve never done before. We’re always going for new sounds.

JC: On the final cut, “Clean” the lyrics really cut to the chase.

BBT: Yeah. For sure. That’s about a couple of people. Specifically one man and one woman.

JC: I suspect they’re very high on the food chain in their line of work.

BBT: Yes, they are. And it’s like you basically could have named the song “You Think Your Shit Don’t Stink”.

JC: A finger pointing song…

BBT: Oh yeah. Totally. It’s like ‘Quit pretending you’re a good guy, will ya? You’re doing this because people think it makes you look cool and you want people to think you’re a good guy. So yeah, ‘You’re clean/You’re evergreen…’

JC: (finishing the lyric) ‘You’re the top machine…’

BBT (Laughs) Yeah, and one of these days off the record I’ll tell you who it’s about.

JC: You guys are hitting the road pretty hard. Before I see y’all next week in Georgia you’ll have played Arizona, Texas, Louisiana, Mississippi and Tennessee. 

BBT: We’re only on the tenth show. We’ve got a whole bunch more shows in the U.S and then two weeks in Europe. It’s funny, a lot of friends of mine who are musicians or singers of some type. They say how do you guys do this? Especially the Nashville guys–they’ll go out from Thursday to Sunday. They call it the weekend warrior deal. We would hate that. Once we get on a roll we want to stay on it until it’s over. I think we’ve got thirteen nights in a row at one point on this tour. When you go out for that hour and forty five minutes you really want to deliver.

JC: J.D., I’m going to veer off the subject for a second. You worked with the Rolling Stones on their A Bigger Bang album. What do you remember about that?

JD: I remember it pretty well. I was in a little production room upstairs. Before we got our new studio that’s where we recorded all of our albums. I’d been around Mick Jagger a few times because I worked on some other live Rolling Stones stuff and concerts like Bridges To Babylon. My fun story is there were some women that came over to the studio late one night at 2 o’clock in the morning. They’d been to the Playboy Mansion and they were all dressed to the nines and they were invited to the studio. It took me a few minutes but one of the girls that came to the studio that night got fired from a group we were working with on another record. I’m sitting there working on a song and all of a sudden she was like, ‘Don’t I know you? And I said hello to her by name. And Mick jumped up off the couch where he was sitting next to the girls and moved all the way across the room because he thought he was talking to one of my girls (laughs)! I thought it was the funniest thing. Mick was not gonna hit on my gal–and I was like ‘No, no, don’t worry. We just worked together on a project.’ It was funny.

JC: Bud, I want to impress upon folks you earned money as a musician before you became successful at your other job. You were in a band called Hot Lanta in the 1970s.

BBT: Oh yeah. It’s funny, a lot of people think I grew up in Atlanta when I talk about that band. We named the band that because of the Allman Brothers song from At Fillmore East.

JC: In your book you said Hot Rkansas didn’t sound as good (laughs).

BBT: It sure didn’t. We were all such big Allman Brothers fans. And the song “Hot Lanta” is from one of my favorite live albums, At Fillmore East. I still keep up with one of those guys. The rest of them are probably in prison or dead. One of those guys–the lead guitar player–I still talk to him. We played around Arkansas, Memphis, Louisiana and Texas. It was a good band. We had four white guys in the group and two black guys.

JC: Was Broderick Collins in that band?

BBT: No, Broderick was kind of our mascot. He was my roommate. He was just a good guy. I worked with him at the Arkansas Highway Department. He’d travel with us. Broderick is great. He ended up working for the Arkansas Democratic Gazette in Little Rock. No, the guy I still keep in touch with is Joe Murdoch. It was wild the first time I ever recorded in a real studio was in Muscle Shoals at Widget Sound. We saved up our money and cut two songs there. We made both songs for $250. We drove there in a deuce and a quarter car–you know what that is–a 225 Buick pulling a UHaul trailer and recorded these two songs that never came out. I thought it would be fun if the Boxmasters took those two songs and did our version of them now, and put them on a record. I’m not sure they’re exactly our style…

JD: “Lady of Evil” is a great title though…

BBT: Yeah, one was called “Lady of Evil” and one was called “You and Me For Eternity” (laughs).

JC: That’s in 1974.

BBT: Yeah, I think it was 74. It was quite a thing. We used to play at all kinds of proms, frat parties and we’d play in high school gyms. The Boys Club. If you ever want to hear something sound really shitty, play a Boys Club with a concrete floor. We didn’t know what a monitor was then.

JC: The artwork for 69 is great. I checked out the guy–Chris “Noches” Jiminez–who designed it. He worked on Goliath and Bosch as well as a whole lot of other interesting projects.

BBT: We love it.

JD: It’s bizarre. Billy told him we want to look like we’re in 1969. Give us long hair. Paisley hippy shirts and he’s like–’Got it’. So, he sent us the picture and I looked at it and was like, ‘Oh my. This is completely insane.’ I looked at it for a couple more seconds and loved it. It’s so nuts…

JC: Like psychedelic Siamese twins…

JD: I mean, where he got the idea to put us in the same pair of pants (laughs) is beyond me. It makes total sense.

BBT: It’s so weird that people remember it. That’s what we are going for. We wanted something people won’t forget.

JC: It has a quality that you’ve seen it before, but you know that’s impossible.

BBT: Exactly.

JC: So, on 69 did any of the guys from the live band record on it? Or did you two play all the instruments?

BBT: Yeah, J.D. and I play all the instruments on 69. The guys we have in this band–we used to have six guys onstage but now there’s five–we figured out that’s all we need. Kirk McKim (guitar) and Raymond Hardy (bass), they’ve been with us a long time. We have a new drummer named Nick Davidson. This is his second tour with us. He fits in so well. But no, none of them play on this new record. It’s just me and J.D.

J.D: On the recordings I play all the guitars. Billy writes on the guitar and he’ll show me the chords and I take it from there.

BBT: I’m a better drummer than I am a guitarist, but I play well enough to write songs on the guitar. I think I played a mellotron on a song one time and a ukulele.

JD: At various points in the past, we’d have Kirk come in and play, but all of our guys live in different states. So, it’s hard to get a guy to come over and play a part. We wanted to hear the songs finished so we just did it all.

JC: You guys are in Arizona tonight.

BBT: Yeah, Phoenix.

JC: Next week, I’ll bring some reading material for the road. My latest book, Ghostland America, earned me a nomination for Georgia Author of the Year.

JD: Congrats!

BBT: Nice. Hell yeah. Are you closer to the Woodstock or Springfield show?

JC: I’ll be at both shows. I haven’t seen you since we were in Macon with Buffalo before the pandemic. I think I gave you a copy of my book, Insured Beyond The Grave.

BBT: Right, at the Allman’s Big House. You sure did. We’d love to have them. Make sure you sign them to us so we can prove we know you.

JC: Well, thanks man. So, let’s take a Georgia turn. At one point, the comedian Jim Varney, Widespread Panic and you were the only three clients of Phil Walden, the legendary Capricorn Records owner.

BBT: That is correct.

JC: I always remember seeing your directorial debut about Widespread Panic, Live at the Georgia Theatre, at the Georgia Theatre in Athens when it came out. Right after that you filmed Sling Blade, which of course, features Colonel Bruce Hampton and Vic Chesnutt.

BBT: Colonel Bruce was something else. There was never anybody else like him. I knew him from the early days. I met him in the late 80s–Phil was managing me, so I met Widespread Panic, Vic Chesnutt and Colonel Bruce. And a guy named John Curtis who worked for Phil. We got to know each other pretty well. I still keep in touch with Dave Schools (Widespread Panic bassist) a lot–he lives in northern California now. I talk and text with Dave quite a bit. Of course, Vic is gone. Bruce is gone. They were unique people. There was nobody else that sounded like Vic Chesnutt or Bruce. It wasn’t any mystery that people caught onto Daniel Johnston. He was doing something that when you heard it you thought ‘is that a little kid playing a children’s organ?’ No, it was a big ol’ 40-50 year old man playing a children’s organ (laughs).

I think people responded to him because he wrote songs that just came from another planet. Big musicians noticed. I think everyone felt the same way with Vic and Bruce. Those guys were receiving messages the rest of us don’t get. We’re not hearing that somehow. I always loved those guys. I knew Gregg Allman. I know Dickey–he’s still around. I even sat in with Dickey on drums in Ohio when he was playing with Great Southern. One of the things that always impressed me was a town like Macon, Georgia, which is not a tiny town, but it’s not what you’d call a metropolitan area, but they produced Otis Redding, Little Richard and James Brown–the three biggest soul singers that ever lived. It’s so wild.

JC: Chuck Leavell (editorial note, Leavell appears in the Thornton movie Jayne Mansfield’s Car, which was filmed in Georgia) is another Georgia musical hero…

BBT: Oh man, Chuck and I go way back. Chuck played with us once–we played The White House Correspondents Dinner–is that right, J.D.?

JD: Yeah, the White House Correspondent’s Dinner Jam. It happens the night before the dinner.

BBT: Chuck was our musical director. He was like ‘I’ll play with you guys’. What an honor. I’m really good friends with Chuck. He’s such a great guy. He’s the link to that whole era now. Of course, he’s been with the Rolling Stones for a very long time. He’s literally like the nicest guy I’ve ever met in my life. To think he’s played with the wild ass Allman Brothers then the Rolling Stones–he’s always been the voice of reason for everybody, I’m sure.

JC: Didn’t Bob Dylan ask you to shoot the video for his fourteen minute song “Highlands” from his Time Out of Mind album?

BBT: Dylan did ask me to do it. And I said, ‘Well, Bob, if you’re putting it on TV, it’s got like thirty verses–and that’s a movie’. He wanted to shoot in Boston, and I was about to fly out and work somewhere. So, I didn’t have time. It would’ve taken a while. I said, ‘Let’s pick another song like “Not Dark Yet”–that’s a song you could make an amazing video out of and just in a studio with you and the guys playing–it’s moody’. And Bob says, ‘I really want to do “Highlands”. As it turned out, MTV didn’t touch it. I didn’t shoot any of those videos.

JC: I’m a big Daniel Lanois fan. Do you think we’ll ever hear the original soundtrack to All The Pretty Horses Lanois scored?

BBT: I’ll tell you what happened. The head guy at Miramax that we don’t have to name, called about 11:30-midnight and told me he just finished watching the movie with his wife and his mother and they thought the soundtrack was too sparse. And they wanted an orchestra. You know Academy Award winners always have to have a John Williams score, or whatever. Lanois’ score for All The Pretty Horses was the most beautiful I’ve ever heard in my life. We resisted it for a long time. At the end of the day, they had the final say–and they refused Lanois’ score. So, they hooked me up with these Hollywood guys and I said you’re killing my soundtrack. At least let me use my own guys. That’s when I got Marty Stuart to do it. Marty tried to stay close to what Dan had done, but they used an orchestra in spots during the movie. But Dan’s spirit is in it. One of these days, I hope they put that movie out with Dan’s score in it because it will blow you away.

JC: I suppose it’s impossible just to release the soundtrack.

BBT: Yeah. Stuff like that comes down to legal issues and difficult things, but I sure wish it would come out with Dan’s score. Roger Ebert always said to me every time I talked to him he’d say, ‘You’ve got to put out the original All The Pretty Horses with the original score and you’re cut.’ We could never do it.

JC: You shot Vic Chesnutt’s “Aunt Avis” video.

BBT: Oh yeah. Vic and Widespread. We shot that in a barn in Benton, Arkansas.

JC: As a baseball nut, give me an assessment on your teams so far. For you guys, it’s the Cardinals and the Dodgers. For me, it’s the Braves…

BBT: Well, the Cardinals are in the cellar. Have been all season. I don’t know what’s wrong with them because they’re loaded with great players. I think they’ve got something in their head that’s preventing it. The Dodgers are doing their job like every year. I root for the Dodgers when they aren’t playing the Cardinals. J.D. is an avid Dodgers fan. We watch all the games. If you’re a true baseball fan sometimes it’s too intense to even look. The Braves always have a bunch of great players. They’re always there at the end of the year whatever they’re in first or second in the division. With them, it’s always what the Phillies and Mets do.

JC: Any surprises you can tell me about for these upcoming Boxmasters shows?

BBT: Tell ya this…one thing we’re not doing anymore that we’ve replaced. Which I think you’ll enjoy. We used to come onstage to the theme from the TV show Cannon. We thought it was funny. We’d do the Mannix theme. This year, J.D. put together an edited version of our music–a history of the Boxmasters. So, when the lights go out there’s a four minute video that’s awesome and our old buddy Tom Mayhue narrates it. He’s got a great voice. So, that’s what plays when we come onstage now.

This band has gained so much momentum over the years. We’re selling out places everywhere. Our audience has grown so much. We played the other night in New Mexico at an outdoor show–not a festival–and we had 8,500 people in there. We have more momentum now than we’ve ever had. We’re here to stay. We’re an entity they have to deal with now (laughs).

JC: You don’t need me to say it, but I’m proud of you guys. Ever since “Buffalo” turned me onto the Boxmasaters all those years ago…

J.D: You gotta carry the torch for Buffalo now…

(Photographs 1 & 3 by Connie Thornton. Photograph of James Calemine & Billy Bob Thornton taken by Elizabeth Josephine in Springfield, GA, June 13, 2023)

Updates from the shows to follow…


Billy Bob Thornton & The Boxmasters Play Liverpool (Recollections from Georgia)
The Boxmasters Official IG
The Boxmasters Official Website
Marty Stuart: Way Out West
Daniel Lanois Black Dub
Colonel Bruce Hampton: One Ruined Life of a Bronze Tourist
Colonel Bruce Hampton: Arkansas
Widespread Panic: Panic In the Streets
Bob Dylan: The Philosophy of Modern Song
Vic Chesnutt: At The Cut
Chuck Leavell: Forever Green
Billy Bob Thornton’s A Cave of Ghosts 
Chris “Noches” Jiminez
The Southern Comfort of Billy Bob Thornton 
James Calemine IG