Following their traditional January break, Phish began work on their sixth studio album, Billy Breathes (released by Elektra on October 20th, 1996). Many of the ideas that the band brought to the Billy Breathes sessions flowed from work lyricist Tom Marshall and Trey did while on a diving trip in late January in the Cayman Islands. These ideas were assembled by Tom and Trey on a cassette entitled “King Cayman Baluga” and were presented to the other band members during the first session. A few of the songs that the band considered for Billy Breathes had their roots in previous live performances. Songs like Taste, Free, Ha Ha Ha and Strange Design had been played live during the previous fall and holiday tours and were tracked for possible inclusion on Billy Breathes.

The first session officially began February 1st with a few days of pre-production work by the crew and engineers at the Bearsville Studios’ Barn in upstate New York (near Woodstock). Phish (with engineer John Siket) began recording in earnest at the Barn on February 5th. At its inception, the album was to be self-produced by the band. They started the process by choosing random instruments and recording one note or musical phrase at a time in a multi-layered creation eventually called “The Blob”. They utilized a wide variety of unusual instruments including vibraphones, Mellotron, and Theremin in addition to their traditional instruments. At any given time, a band member could use his “turn” to remove a note or phrase from the tape as well. By the time The Blob was large enough to consume any substantial space on a recording reel, the band had basically determined that it was not what they were looking for. A couple minutes from the middle of The Blob were eventually used as part of the album cuts Swept Away/Steep, but otherwise that mode of recording was eventually scrapped for more conventional methods.

During that time, Trey was also doing a number of interviews about his soon-to-be-released (on March 12, 1996) solo album, Surrender to the Air. Those interviews included talks with writers from Huh, Jazziz, Guitar Magazine and Billboard, among others. As the band transitioned away from recording the Blob, they turned their attention to tracking songs more traditionally. Songs tracked during that period included Waste, Train Song, Talk, an early try at Free, Billy Breathes (the outtro was addedlater) and Theme from the Bottom. Other songs had their origin in The Blob era but were never used on the album, such as Glide II, Weekly Time, Grind and Ha Ha Ha. One song, was prepared for the album but was ultimately omitted from the release. Strange Design would later surface on the European single release of Free. Road Manager Brad Sands notes that John Siket lent a lot of personality to the first Bearsville session. “We picked up a lot of new words from Siket”, Brad recalls. “…like LoFi, HiFi, Mid-Fi and VC–the Vibe Crusher.” Brad notes that some of the words and phrases replaced old standards (ie: Vibe Crusher was once the far less-descriptive “tool”). Near the end of February, chef BP was added. BP was loved by band and crew alike for his dry sense of humor and excellent meals during the sessions.

As February progressed into March, the band and their engineers began the task of making rough mixes of the tunes recorded thus far. The band took the rough mixes home with them when the session ended for intensive listening and when they returned to Bearsville in May, after playing their only performance of the spring at New Orleans Jazz and Heritage Festival (on April 26), they did so in the company of producer Steve Lillywhite.