When Phish returned from their April 26th performance at New Orleans Jazz and Heritage Festival (see TMIPH April 1996), they had played their only show of the new year, sharing the stage with longtime heroes The Meters. They had also decided not to self-produce their seventh studio album, Billy Breathes. Instead they added Producer, Steve Lillywhite to the Bearsville Studio team of Engineer John Siket and Assistant Chris Laidlaw, with whom they had worked on the first Billy Breathes session earlier that Spring.

Phish’s equipment was shipped directly from New Orleans to Bearsville where the band resumed work on the upcoming album. They planned to build on the music they had already recorded at Bearsville in February and March. Lillywhite proved a worthy addition to the project, helping to guide the process of crafting the new songs for the album.

May 1st was a load-in day as the gear was set up and prepared for recording in Bearsville’s Studio A. After the equipment was ready, the band ran through Character Zero and Limb by Limb (then called Taken Far Away). After taking some time over the next few days listening to the work they had completed during their last session, Phish laid down basic tracks for Prince Caspian, Cars Trucks and Buses and Billy Breathes. The rest of that week and most of the next was spent tracking more songs such as Taste along with additional work on Character Zero and Cars Trucks and Buses.

By May 9th, they had already begun some rough mixes of some of the material they’d tracked up until then. That same day, Phish tracked some classic songs like Ya Mar, The Curtain and NICU as well as a country song by Mike called Weekly Time. On the 10th, they worked on Free and Taste (which by then had become live standards) along with new song Swept Away. The following two weeks in the studio consisted mostly of editing and rough mixing the new material. Overall, the band recorded a dozen two-inch reels in the May session, which, added to the total made up over fifty reels. Many of those were fifteen-inch reels, which the band sometimes chooses because they hold nearly twice as much tape as standard ten-inch diameter reels and therefore need to be changed less often, allowing for less interruption.

Starting May 18th, much of the twenty-four track two-inch analog reels were transferred to digital. On the 21st, some vocal overdubs were recorded along with the bark of a dog brought in especially for the song Bliss. The last week of May was mostly used for additional overdubs of vocals, Moog, guitar and banjo (which was added to the song Waste) as well as hosting photographer Danny Clinch for a photo shoot on the 31st.

After a few days of listening and mixing in the first week of June, Phish decided to debut the new songs at a club in Woodstock called The Joyous Lake using the alias Third Ball as the band name (see TMIPH June 1996). The rest of the summer was spent rehearsing and then touring in Europe and the United States throughout July and August. Billy Breathes was released on October 15th (see TMIPH October 1996).