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Vanessa Carlton’s Rabbits on the Run

Producer Steve Osborne Crafts An Analog Album in Real World Studios

Vanessa Carlton describes Rabbits on the Run as “the most clear-minded and pure reflection of my sense of music that I’ve ever been able to achieve.”

Photo: Matthew Wilson

Singer/songwriter/pianist Vanessa Carlton was in search of new artistic directions when she began writing songs for what became her fourth studio album, Rabbits on the Run (released on July 26), which Carlton says was partly inspired by the books Watership Down, by Richard Adams, and Stephen Hawking’s A Brief History of Time. After the breakout success of her 2002 debut album, Be Not Nobody and its hit single “A Thousand Miles,” followed by 2004’s Harmonium (featuring the single “White Houses”) and 2007’s Heroes & Thieves (with “Nolita Fairytale”), Carlton took her time in discovering new inspirations and collaborators, and eventually, new ways of working.

“After my last record [Heroes & Thieves], I was out of juice,” Carlton reflects. “I wasn’t clear about what I was doing, and I knew it wasn’t completely honest.” By contrast, she describes Rabbits on the Run as “the most clear-minded and pure reflection of my sense of music that I’ve ever been able to achieve. It’s also the most collaborative, because everyone was so clear about what it was going to sound like. I think that’s because the bones of it were so strong. The skeleton of this record was so thought-through, and that’s when you can really play with your team members. Maybe it took time, it took [my previous] records, to get to this place, but I’m very grateful I’ve arrived here.”

In between Heroes and Rabbits, Carlton found creative rejuvenation in rediscovering the music she grew up with—classical works, rock and reggae from the 1970s—on vinyl. “I just started listening,” she says. “I was born in the ‘80s. My parents still preserve their vinyl collection, so it was like going back to my childhood, to some sort of purity. I loved those records! It was clear: This is how I want to make my records.”

Another turning point for Carlton occurred in 2008, when she met vocalist KT Tunstall while on a scientific voyage to the Arctic Circle. Carlton later visited Tunstall’s home in rural England, and there, at a housewarming party, Tunstall introduced Carlton to UK-based producer and bassist Steve Osborne (B-52’s, U2, The Doves), for whom Osborne produced the albums Eye To The Telescope (2004), Acoustic Extravaganza (2006) and Drastic Fantastic (2007).

Carlton describes her first meeting with Osborne as “a very serendipitous situation. I was looking for Steve Osborne while I was in England because I knew he was on some of The Doves’ sessions. Sonically—and in terms of aesthetics—that band was a totem for me. I had no idea [Tunstall] worked with Steve. And apparently, he asked KT about me; he didn’t even know that KT knew me, either. It’s all very strange.”

Steve Osborne recorded Rabbits on the Run to 2-inch tape at Real World Studios

Photo: York Tillyer

“I got an email from Vanessa’s management about working with her,” Osborne recalls, “and then the next day KT was having a party. I spoke to KT and said Vanessa Carlton’s management had been trying to get in touch. She says, ‘Oh, yes, she’s just standing over there.’ She was literally standing behind me. The first thing we were talking about was the English countryside and the landscape.”

“He said, ‘I work out of [Peter Gabriel’s] Real World Studios [in Bath, England]. Have you ever been?’ I didn’t even know what it was,” Carlton says. “He said, ‘Well, why don’t you come by?’ We finally decided to meet up in a week, and before I left England I took the train out to see him. He was just setting up his new room at Real World. I couldn’t even believe that place existed. It’s magical. Steve is very in-tune to his environment. The location is very important to him; I didn’t know how important it was to me.”

“Real World is an old mill,” Osborne says. “At this time, my room was right at the top of the mill, but I’ve moved now. I’ve had my own room there for coming up to two years now. So we had beautiful views. We could see over the whole site into the countryside. That whole West of England landscape really appealed to her. Plus, the studio is built of Bath sandstones. It’s a beautiful place and the acoustics are very good. I think she was convinced right from the beginning that this is a really special place to make a record.”

From there, Carlton entrusted the production of her new album project to Osborne. “For her it was a very personal album,” Osborne says. “It was about focusing on the songs and getting the right musicians. This is Vanessa really doing what she wants to do. I think [in] the work she had done before, maybe she hadn’t fully realized the sound she was looking for.”

Carlton began Rabbits on the Run back home in New York City as she wrote songs on her MacBook Pro in GarageBand. “I’m pretty amped about GarageBand because I know how things work in it and it really helped with my demos,” Carlton says. “But don’t think I didn’t first go to buy a cassette recorder. The only reason why that didn’t win out is because it didn’t work, and so I had to figure out the laptop.” As she wrote, she emailed MP3 files to Osborne for his feedback. “We started a dialog,” she says. “This is the first time I had been completely isolated in my process, and was absolutely terrified to share with anybody, because I wasn’t working with a boyfriend-slash-producer anymore; I wasn’t working with Ron Fair at Interscope [who produced Be Not Nobody]; I had no one to speak to, except sending these MP3s. And I would muster the courage to do it because all you have to do is click Send. So I started sharing my sketches with him. And terrifyingly, sometimes he would not respond! [Laughs] So I would just freak out. But then once you know Steve, you realize that he listens to everything. He’s a man of few words, and he’ll say something when he feels like it needs to be said.”

For Carlton, the next step involved forming a band that would help her shape and develop her new songs. She chose drummer Patrick Hallahan (My Morning Jacket) and guitarist Ari Ingber (The Upwelling). “I had known Ari for a while, but I met Patrick later on,” Carlton recalls. “Patrick was someone I had dreamed of working with because I admire him so much as a musician, and I just realized what a wonderful person he was, too. I felt like I had a band. I mean, I’ve worked with some amazing musicians over the years, and it’s been an honor to work with them. [But I had] never felt this way before, where we were all so excited about what we were creating together. We were meant to play these songs together. The collaboration with those guys started almost six months before we did the tracking sessions. We started demo’ing in my living room, just hashing out some of the songs and getting to know each other. So by the time we went out to Real World, we all knew the songs, and were ready for takes.”

Vanessa Carlton (left) and Steve Osborne completed overdubs, edits, and mixes of Rabbits on the Run in Osborne’s room at Real World Studios.

Osborne then brought Carlton, Hallahan and Ingber over to Real World Studios, and joined the trio on bass. “We spent a couple of weeks in my room getting the arrangements how we wanted—just going through the songs, rehearsing, trying out different ideas, trying out different beats with Patrick, trying different guitar parts. I was doing the bass. We were a little four-piece in the room: bass, drums, guitar, and Vanessa on piano. And we got the ideas together.”

Osborne scheduled 10 days of recording sessions in Real World’s Wood Room, with engineer Dan Austin at the controls. Osborne mentions that he brought Austin into this project because Austin had engineered The Doves’ sessions that Carlton enjoyed, so Austin “understood that sort of sound. We set it up so that we were all playing live, together, without clicks, because we wanted to get more of a live feel,” Osborne says. “We spent 10 days in the main room just doing takes. We set out so that if we wanted, we could keep Vanessa’s vocals. We isolated her enough so that we could keep the piano and overdub the vocal again, if necessary. I was playing bass. It was really nice for me to be playing on the recording, rather than on the other side.”

Notably, in keeping with her rediscovery of hearing analog sound on vinyl, Carlton wanted to track Rabbits on the Run exclusively to tape. “I was all up for it,” Osborne says. “It does take a little bit longer, but she was very keen on the tape.” Austin and Osborne tracked through the Wood Room’s Neve 33122 mic preamps to RMG 911 2-inch tape running on a Studer A820 tape machine that Osborne rented from Real World. “We ran Dolby SR because I wanted to work in 15 ips,” Osborne says. “We used Pro Tools a couple of times, just when we needed to slave things. I’m a big fan of working in Pro Tools, but sometimes that process can get a little clinical, and tape forces you to focus on the moment. And working to tape, we’d make decisions all along the way.”

“He wanted to test himself, too, I think,” Carlton says of Osborne. “He welcomed [recording to tape] as a challenge. Those limitations make you crystallize what you’re really doing, and I think it brings out the best in your work.”

For most songs, Carlton played an upright piano recorded through ADL and Chandler Ltd. outboard gear. (Osborne states that she also played Real World’s Yamaha grand piano.) Osborne explains that he bought the upright piano at a local shop specifically for these sessions. “During the band sessions, we used my piano,” he says. “When I first met Vanessa, I said, ‘I need to get a piano for my room, and I’ll make sure that that’s here when you arrive.’ She wanted an upright that had a flavor, that wasn’t just a nice-sounding regular piano. There’s a piano place just outside of Bath. Ethan Johns had just done an album with Tom Jones, just before we started with Vanessa, and he had hired quite a few pianos for that session. So I went to the same place where he hired those and I tried all the pianos in the shop, and there was this one piano in the corner. The guy in the shop said, ‘It’s not a really good piano.’ I said, ‘I kind of recognize that one.’ He said, ‘That’s the one that Ethan hired out for Tom Jones.’ I played it and I was like, ‘That’s the piano!’ So I bought that piano specifically for the album. Vanessa calls it the ‘Schwander’ because apparently ‘Schwander’ is the name of a particular action, which I think is German. But the piano is an old British piano.

“So we did all the live takes on the ‘Schwander,’ and we miked that pretty closely,” Osborne continues. “We had a contact mic in there, and I think we had 58s, or 57s, probably, because there wasn’t huge isolation, so we had to get in really close on that. There was a song that we cut with [Real World’s] Yamaha grand piano. Peter Gabriel has a pair of the valve Royer R-122Vs, which we used. I think we had the Royers a bit closer and the pair of Telefunken ELA-M 251s a bit further away—so we’d go for either a close or a distant sound.”

Carlton sang into a Soundelux ELUX 251 tube mic. “Did I tell you I bought that mic for KT Tunstall?” Osborne says. “When I was working with KT, she had done some demos using the original ELA M 251 and really loved that sound, so we did a shootout with a number of different versions, and the Soundelux was the one that really worked. It sounded closest to what she had been using. And that was perfect for Vanessa, as well. That mic really suits a female vocal. I think we used the Avalon VT-737sp vocal strip. Certainly when we were recording vocals, we’d work to a point where I’d have four tracks left to do vocals, and we would work on those four tracks; if there was a vocal we didn’t like, we’d go over it. And it really was [about] working in that completely old school kind of manner.”

Following the 10 days of tracking in the Wood Room, Carlton and Osborne completed the album in Osborne’s rented space at Real World, including overdubs and new songs. “As with most records, you don’t always finish it straight away,” Osborne says. “The idea was that we would try and do as many of the songs as possible with the band, and then for the rest of the album, we went upstairs to my room, and that was pretty much just me and Vanessa on our own. We took certain songs that we didn’t feel were right. I don’t think we scrapped anything particularly. There would always be something from the live session. But we did start remixing things and pulling things around, and finding other ways to make songs work if they didn’t feel quite comfortable in their skin.

“I have an assistant, Joe Jones,” Osborne continues. “He was able to run the machines if I was playing. We hoisted that same tape machine up to my room. We hired an [analog] SSL [console]. It used to be part of the desk in the big room, before they changed it over for a new one. We had the centerpiece with 24 channels, without the VCA. I don’t have mountains of equipment in there. We needed to borrow a few bits and bobs. I needed a couple of Drawmers. We borrowed the odd reverb that was around.”

Photo: Brantley Gutierrez

Osborne cites the album’s single “Carousel”—which features Carlton’s piano, lead vocal, strings, and a children’s choir—as an example of a track that they revamped extensively after moving sessions to his room. “‘Carousel’ was completely different when we finished the recording session,” he says. “From the original session we only ended up keeping the piano. We weren’t getting the best out of the song, and when I just listened to just piano and vocal, it sounded so much better, and we knew we wanted to [add] strings and do other things. So, for example, with that song, I added the guitar and the Mellotron in the second verse. We did the backing vocals.”

Osborne produced brass and string sessions in one day at Ray Davies’ Konk Studios in London. “We did the string quartet most of the day and then in the evening we had a brass trio: French horn, tuba and trombone,” he says. “It sounded really great in there, and they’ve got that lovely old Neve, so that was a joy. We bounced the string quartet down as much as we could. I didn’t want to have multiple mics, so we’d choose which ambient combination [of mics] we wanted, and then we’d have the direct mics.” He recorded the children’s choir in Abbey Road Studios to Pro Tools and later bounced down to tape. Carlton adds, “The Langley School choir [on the album The Langley Schools Music Project: Innocence & Despair, released on Bar/None Records] was a direct influence for this children’s choir.”

Finally, Osborne says, “We did all the edits on tape, with a blade. I actually love doing that, so it’s fun for me. And again, you’re making a commitment. We mixed the whole thing in my room on the 24-channel [analog SSL] desk and then mixed down to half-inch. We had no automation because the SSL had no VCAs, so it was hands-on. The whole thing was old school. I had to mix quite differently [than] if I was using Pro Tools’ automation. We worked for long periods to get the balance right, and then we did live takes to half-inch; we’d get quite a few wrong, and then there’d be one that we’d get right. [Laughs] It was a lot of fun.”

For Carlton, the entire experience around producing Rabbits on the Run was rewarding and offered the kinds of changes that she had been seeking following her first three albums. “Steve very much responds to the clarity of the artist,” she says. “I have never learned so much, I think, as I’ve learned from watching the way he listens and operates within a studio. He’s like a professor-wizard man, and I really wanted to hold up my end of the bargain. It’s difficult to articulate. I think I get a little bit emotional about it, as well.

“The goal was to be as authentic as we possibly could—as I possibly could,” Carlton concludes. “This was my dream, and I can hold it on vinyl. It was an honor to work with the people I got to work with on it, and I’m so grateful that they came along with me, and believed in [the] sound that we were trying to get. I feel like this is the beginning of the rest of my career, in a way. Again, it’s difficult to put into words, but it feels like something completely new.”

Matt Gallagher is a Mix assistant editor.

For more on the production of Rabbits on the Run, brief video clips of Vanessa Carlton and Steve Osborne in the studio are posted on TwitVid:

“Kings Under Lavender”

“Tall Tales for Spring—Fingers on Strings”

“Fairweather Friend—Recording Strings”

“Fairweather Girls at Abbey Road”

Visit Vanessa Carlton’s Website at and Real World Studios at