Phish Lyricist Tom Marshall on 35 Years of Writing With the Band

Tom Marshall met Trey Anastasio in the eighth grade in Princeton, New Jersey, and they’ve been making music together ever since. Marshall is the lyricist behind some of Phish’s most well-known staples, including “Wilson,” “Bouncing Around the Room,” “Chalk Dust Torture,” “Sample in a Jar,” “Rift,” and more. He has writing credits from the mid-Eighties all the way through Sigma Oasis, the album that Phish released last year. “I have to stay creative to get in shape to be ready for Trey’s incredible [ability] to spit out music,” he says of their songwriting sessions. “I have to have probably 20 poems ready to go.”

Marshall is also the creative director at Osiris Media, a company that has produced more than 40 music podcasts. He has hosted 79 episodes of Under the Scales, which delved into Phish culture with rotating guests who included Vampire Weekend’s Ezra Koenig and the members of Phish. Now, he’s tackling the band’s entire history with a new series, Undermine; the first season explains how the band went from playing cafeteria gigs at the University of Vermont to Madison Square Garden in 10 years. “I missed a whole lot of the development of Phish,” says Marshall, who was at school in New Jersey at the time. “How did they go from a two-guitar band to a guitar [band] with a keyboard player? What motivated some of some of those decisions? How did they go from covers to writing stuff?”

Marshall paints a clear picture of Burlington, Vermont, in the early 1980s, where Bernie Sanders was mayor and Ben and Jerry’s was just taking off. He tells the story of how, in April 1985, Phish played a spring festival at Goddard College, an experimental liberal arts school in Plainfield, Vermont. Page McConnell, a young keyboardist and student at Goddard, helped book that show. Later, McConnell asked Phish bassist Mike Gordon if he could try out for the band. “Initially Trey said no: ‘I always saw it as a two-guitar band,’” says Steve Pollak, a longtime friend and musical collaborator of Anastasio’s. “Page’s reply was ‘That’s OK. I’ll be in the band.’ He just knew.” McConnell, of course, still plays in Phish today.

Undermine goes deep, tracking down early fans like Lindsay McCord-Norman, who lived within earshot of drummer Jon Fishman at UVM, and heard Fishman practicing drums in his room at all hours. (According to the podcast, Fishman would wake up at 5 a.m., drop acid, go to sleep only to rise again at 7:30 “with psychedelic consequences.”) They also talk to Jeff Holdsworth, the band’s original second guitarist, who left the band after a spiritual awakening on a trip to Alaska. 

Until recently, Osiris Media had three Phish podcasts: Along with Marshall’s Under the Scales, there were the Helping Friendly Podcast and Beyond the Pond. They recently merged those three into one definitive Phish podcast. “I love it, because I’m collaborative,” says Marshall, who co-founded Osiris with fellow Phish historian RJ Bee in 2018. “Everything I do is collaborative. And I kind of didn’t want to be my one-man show anymore.” We spoke to Marshall about what he learned about the band, his annual songwriting retreats with Anastasio, and what he still gets out of going to Phish shows.

What was 2020 like for you as a songwriter? Did it inspire you in weird ways?
Yeah, I mean, interestingly, it started with me and Trey and my friend Scott Herman, who’s kind of my lyricist co-pilot — he’s been involved with Phish since Lawn Boy — [having] a songwriting weekend. Trey and I like to go on one retreat a year, if we can. Trey had found this cool house in Annapolis, Maryland, and Scott came along. This was February. Covid was not quite a thing, but still a thing. We heard, you know, don’t go to bars, wash your hands, don’t touch your face, stuff like that. Even though 2020 was a downer year in many ways, Phish came out with Sigma Oasis. And then the songs that we wrote in that writing session came out as Trey’s Lonely Trip. So it was very creative for me, musically. And I’ve enjoyed being with my daughter, too, who’s doing school remotely at Rutgers. She ordinarily wouldn’t be here, so it’s been it’s been an OK shelter-in-place kind of year for me. 

What are those retreats like? Do you guys just pick a different place in the country every time?
Yeah, the idea is to get away from standard distractions: family, work. It’s just a place we can sort of be. We’ve tried hotels, but we don’t want to bother other people. And we’ve narrowed down our musical equipment that we need to bring to a tiny little musical rack, and then a very small Roland V-drum kit. And then Trey brings a bass, a small keyboard, his guitar, and a small amp. And with that we can record, we can overdub. We call that that little tiny group of preamps and recording equipment and mixer Rubber Jungle. That was the code name for it. So we bring Rubber Jungle wherever we can. Lately, we found that houses are the way to go. For whatever reason, we’ve been gravitating toward beachfront-type property. We’ve done North Carolina two or three times. It just kind of becomes a songwriting headquarters that Trey and I just sort of bundle up in for for three days with no distractions, and we end up writing about 10 songs.

What is it like when it’s just the two of you? It’s always fun going somewhere with a friend, and you don’t get to do it as much as you get older.
The funny thing is, in many ways, it’s the only sort of expression of Trey’s and my friendship. It’s kind of boiled down to that. And it’s the thing we like doing the most. It’s the thing we’ve done since eighth grade at Princeton Day School, because he always had a Tascam four-track cassette recorder. That was, in a way, the early origin of Rubber Jungle. We recorded the “White Tape” on that. Basically, Trey is a super, super-workaholic, and I have to keep up. I’ve even noticed we’ve gotten older, the kind of fun stuff that’s not music writing … like, we would do day trips and stuff, and it seems like [now] he’ll say, “I gotta go meditate.”

One time we were saying at Brigantine, New Jersey, and Trey said, “Take me to a casino, show me what you like doing,” because we were close to Atlantic City. When they play in Vegas or whatever, he would be mobbed if he went into a casino. I don’t think he’s really ever been, as far as I know. So I took him to a craps table, because that’s the game that I like to play. And there was a guy there that we’re focused on for whatever reason. Everyone was focused on him. He’s probably 6′ 8″, and he had this beautiful, huge, shiny beard. He was a massive guy, probably 300 pounds. He was a model or a movie star or something — everyone was looking at him, he was imposing and awesome-looking. And he was silent, too. But he was playing craps. Trey and I called him Kailim, and we wrote a song about him, like, “Are you game? Are you game? Are you game? Are you game? Kailim.” And we were singing that along with the radio, we turned the radio down, but we could hear the bass. We were singing that and cracking each other up on the way home, and then that became, “Are you there, are you there, are you there, Colleen?” which was on Lonely Trip. So every single little mission outside the house — to get food or whatever — is always songwriting as well. 

How do you stay in touch with your ability to be creative and keep writing songs?
I think every artist has a version of it: Trey and I call it “pulling songs from the ether.” Like, the songs are there, and just the fact that we’re together and feeling a certain thing at the moment, we marvel, like, “Had X or Y not happened, had you not opened that door and seen that thing, we would never have that song.” So they’re all around us, and we feel it, and just being together makes it happen. That’s why we strive for these songwriting trips, to stay creative and to get in shape for Trey’s incredible [ability] to spit out music. I have to have probably 20 poems ready to go. And I’ve learned to make two copies. He’s incredible. He’ll take 20 pages and go through it. I’ll think we’re just talking and unpacking, getting ready to [work]. Meanwhile, he’s already memorized, like, three of them. Really memorized. And he’ll say a line, and I hadn’t even realized that he had been looking at it. He’s always had this really amazing memory for lyrics. He’ll glance at a page of lyrics, and he’s committed it to memory, at least short-term memory. He’ll already have, like three or four favorites figured out right away. So we’ve developed a system. There’s no ego. It’s just ideas that flow, and we try to get stuff to tape and we want to quickly move along, but also pay attention to the layers of the song, because we like it to be complete. They’re not sketches, they’re complete songs, and then we move along. We don’t listen until the end of the entire session. 

Really?
Yeah, it’s great. That’s the listening party at the end. 

One of the best part of your Under the Scales podcast is when you play the original demos, like “Blaze On.” It’s so fascinating to hear those.
Oh, man, that one album, Trampled by Lambs and Pecked by the Dove is the only thing that got released to the public where you can hear those. And Trey let me put some stuff out on my SoundCloud, which is under ThunderBurn, and a couple into my podcast, but yeah, I feel like there’s a treasure trove of stuff that people would like to hear the originals from. 

How did you guys decide that Trey would focus on the music, while you would primarily work on lyrics?
Trey’s a better musician overall, and, and therefore, why don’t I focus on the words and leave him to do the music stuff? Really, it might come down to just, like, mathematically, he comes up with more musical ideas, and I come up with more word ideas. At home, I’ll play guitar or piano and come up with a few riffs that have become songs: the song “Joy” was my beginning guitar riff. There’s several piano pieces that have turned into songs: “7 Below” and some others. But I think Trey has always liked our collaborative results because it allows for an additional surprise. It’s incredible, like the song “Leaves,” you know, he had this really cool music concept. And he pulled the lyrics from two different poems [of mine], and there’s no way that he could have done that alone, just being a lyricist. It’s the mystery and the magic of collaboration, and also our friendship and our working history together. That yields a result that he loves and can’t get elsewhere, I guess.

Who were your your biggest lyrical influences?
I’ll always say Peter Gabriel. I really loved early Genesis and Peter Gabriel albums. That might be my answer. Maybe I’ll just stay there. 

Do you remember the first real creative breakthrough you and Trey had?
Oh my gosh. Well, I mean, the earliest song that we made was “Makisupa Policeman,” just by singing it to each other. So that’s the earliest Phish song that I had a hand in writing. The first creative breakthrough took a while. I got kicked out of Carnegie Mellon for not doing well and not going to class in ’82, ’83. Trey [left] after his first year of University of Vermont. For the spring of ’84, he was home, and I was home, and both our dads sent us to Mercer County Community College. And that was the sort of reuniting of us, because I was walking out of class and he was walking into class and he said, “Want to go to my dad’s and make [music]?” He had the music for “You Enjoy Myself,” “Run Like an Antelope,” “Slave to the Traffic Light,” “Letter to Jimmy Page,” all the stuff that was on the White Tape, and I was lucky enough to play some keyboards on “Slave” and get to sing on “Antelope.” But that was all him, he had that music ready to go. I think at that point, I kind of opened my eyes to writing again with him. And we wrote “I Am Hydrogen” and the song “Icculus.” 

I think shortly after that, he went back to Vermont, and I sent after him the lyrics to “McGrupp.” That happened to hit him right when he was trying to graduate from Goddard. He wrote the whole Gamehendge saga based on characters from that poem. So I was lucky enough to start sending him lyrics and getting to be a part of “Wilson,” “McGrupp,” and a couple others. “Sloth,” I named the character. And then I started seeing the results. I was kind of like, “Holy shit,” and started sending him more lyrics. I got three songs on Lawn Boy: “Bouncing Around the Room,” “Lawn Boy,” and “The Squirming Coil.” In the old days, I handed the lyrics to someone that was on the way to Burlington, or I would go myself and just give him papers. But I didn’t hear any of those songs until he played me a demo when he came with Phish to play at Ardmore, in Pennsylvania, at 23 East [now the Ardmore Music Hall]. And that’s really how I decided, “Oh, I should be the lyricist for Phish.” 

How did you know the kind of songwriting you were doing was worth pursuing? They’re great songs, but no one else was writing songs like that at the time.
Well, it might have just been the magic of Trey, you know what I mean? Just seeing the results of sending someone something, and seeing it turned into such an incredible other thing: breathing life into a two-dimensional sheet of paper, and turning it into a three-dimensional song. 

You met Trey in eighth grade. Did you know he was talented back then?
Oh, yeah. No question. There were a few bands in our grade and and Trey was among, like, five really good drummers. What we didn’t know was that he was secretly taking guitar lessons weekly in New York City and playing a lot of guitar. And it was very apparent he was just the type of guy that you wanted to be around. He lit up every party when he came in. Everyone always wanted him in the band. And then we quickly discovered his secret that he could play guitar like a son of a bitch, but not a lot of people knew it. And I remember asking him, “Trey, you play guitar? When did you learn to play guitar?” And he said,“Tom, I just sort of always knew how,” one of those things, trying to blow the stoned guy’s mind. 

Did you guys have important psychedelic experiences together?
No. You know, I’m sort of always, not jealous, but I was always in awe kind of his description of those stories with his pal Chris Cottrell, who we lost sadly, and who’s the subject of Ghosts of the Forest. Trey and I had some hilarious nights just sitting in his dad’s basement — bong-hit nights, listening to music and thinking that we’re being discreet. Ernie [Trey’s father] loves to tell me later that “We knew the second that you lit the match.”  

Trey was always the music educator, so he was trying to turn me on to Frank Zappa and stuff. But often if we were together, and I got the choice of the turntable, it would often be Pink Floyd or Yes, Close to the Edge. I remember playing a lot really loud on his dad’s stereo.

How did you approach telling the story of how Phish came together on the podcast?
Well, that whole first season is based on [everything] up to 1989: basically “Phish: the Early Days.” Putting it together to me was eye-opening, because there’s this kind of pre-history. I was separate from Trey. I was in New Jersey, and Trey was up in Vermont. I would go to whatever shows I could. I saw them at Nectars. I saw them at Hunt’s, but I missed a whole lot of the development of Phish. They went from a two-guitar band to a guitarist with a keyboard player. There was a transition that occurred, and we didn’t feel like we could really tell the story without talking to Jeff [Holdsworth, Phish’s original second guitarist]. So we were very lucky to get him talking about it, which, I think, is a rarity in the Phish world. It was actually really wonderful. I didn’t know a lot of it. How did he leave? How did Page get to be in the band? What motivated some of those decisions? How did they go from covers to writing stuff? All that stuff is what we wanted to get at. 

We also noticed patterns of stuff that you see in later Phish. One of them was, they had bar gigs, but they also had these barn or farm gigs. And when you think about it, those farm gigs kind of set the template for their festivals. Because everyone slept over, so no one’s driving, and everyone was in it together. I remember that first Clifford Ball [in 1996]. And I remember the band would do a midnight set on a flatbed truck, that kind of thing. As we look back into the 1980s Phish, I think that was an extension of those farm gigs. Discovering stuff like that, it’s the kind of stuff that we like to shine a light on. And we’re really happy to get some of the early amazing people that were involved with Phish to talk about it. That’s another huge thing, realizing the early people who spread the word about Phish, and some of them became Phish employees, like Amy Skelton and Eric Larson, who became the band assistant and kind of like the first road manager. They worked with Phish for a long time after that, up until 2004.

How did you go about getting Jeff Holdsworth to talk?
He had played with them after the 20th anniversary [in 2003]. So I knew the Phish organization had at least a 10-year recent email, and it worked. He answered right away, and said, “Tom, I’d be happy to talk.” And then I started thinking, if he’s this happy to talk, does that mean that he’s done this interview 30 times and I just haven’t seen it? I started Googling for other Jeff interviews, and there were none. It was kind of perfect. 

I love that you highlight that it wasn’t just Phish’s technical ability that made them great, or their musical chemistry. It was their sense of humor.
Oh, man, yeah. Everyone who goes to the shows can sense it now. But it was there from from day one. When the instruments aren’t in their hands, they’re all comedians. They all could have had a career in comedy, I always say. And together, they create this amazing sense of humor that pervades their music and their shows and everything. 

As someone so steeped in the Phish world, was there anything revelatory you learned while reporting Undermine?
The Dude of Life [a.k.a. Phish collaborator Steve Pollak] telling me that Phish probably couldn’t have happened without Page’s guiding hand. I don’t think I knew this at all, that they called Page the “dad” of the band. I’ve seen evidence of that, where the other three guys are wacky and Page is sort of even-keeled. But the way Steve said it, that the band might not have been able to get off the ground without him — that was revelatory to me.

I loved hearing you explain your lyrics on Under the Scales. There was a great moment when guests asked you about the meaning of the line “all around are rolling eggs with living yolks,” from “Blaze On.” You explained that they’re simply cars on the highway. How does that kind of idea come to you?
I’ve always thought of the hard shell with the soft insides of cars, and for whatever reason, I think, “You’re on the highway now with higher hopes…” it was just an opportunity for me to put down in song something that I’ve had in my head for a long time. That’s kind of how a lot of my lyrics are, something that’s been sort of, not festering, but, you know, tumbling around in the rock tumbler [laughs] for a long time, finally it gets a chance to come out. That was one of them for sure. 

I love “Blaze On.” Trey is the same way. We had sort of a funny moment where Trey was sensitive of making fun of his legal troubles, and he almost didn’t want to do that “When I screw up once I do it two more times” line. I remember having that little debate with him. And I remember saying, “Trey, you gotta admit, it is the best line,” because every time he sang it it, he would laugh. And he said, “Yeah, but I don’t know if we should put it in.” I remember having that back-and-forth with him. I’m so happy every time I hear it, I see and smile, obviously made the right decision there. And now he’s very, very revealing, and, has gone way, way deeper than I thought even he would about his experiences in that regard. So he certainly doesn’t regret it at all.

You kind of lost touch with Trey during the period when Phish wasn’t operating, from 2004 to 2009, right?
Yeah, I think by design. [He] had to rebuild. I remember asking his dad a few times, about getting in touch with him. And it was like, “Not now, not now.” Anyone I talked to, management-wise or close to him or family or anything, it was kind of like, “Now’s not the right time.” Then I bumped into his dad, because he and I are almost neighbors. We’re less than a mile apart. And I said, “Is there any way I can reach out to Trey for his birthday?” And he said, “Absolutely. Here’s his email.” And I said, “Trey has email?” And he said, “Yeah, can you believe it?” I think the first email I ever sent to Trey was the beginning of the lyrics to “Backwards Down the Number Line.” 

He left me a message, and I didn’t pick up, I don’t know if I did it on purpose, but it harkened back to this this time when he would leave me entire songs on the answering machine. So he did this in my phone, he called me and his first thing he said was like, “Tom, oh my God,” and he played me “Backwards Down the Number Line,” this amazing version of it, you know? I think I went up and visited him the next week. I was on the “OK list!”

What was it like to see him again?
Well, I was there when he was still very much immersed … He was very much on a schedule. He had meetings he couldn’t miss. This was up in Saratoga. He had an apartment which was next to the courthouse where he had to be all the time, and I was honored to be able to go and sort of interact with him up there, because it was a thing he had to commit a lot of his concentration to, to work his way through it correctly. I guess he was close to the end of it. And he sensed it and invited me up, and we wrote some songs. He was still Trey, for sure. One of the interesting things that happened was .… he knew that I was kind of cynical to religion. So he gave me this book, and he said, “I’m leaning toward the Buddhist aspect, rather than Christian.” He handed me this book by Eckhart Tolle, The Power of Now. And I cracked it, and I was like, “What is this absolute gobbledygook?” I couldn’t make sense of even the first paragraph. And he said, “Tell you what, Tom, it means a lot to me. And it means a lot to a lot of people. I’m giving you this book, take it.” So I took it as a gift and was determined to get through it. And I still have it. I got to Chapter One and Chapter Two, and got the inspiration to song “Light” out of that. 

How did you feel about starting a podcast related to Phish? Were you hesitant at all?
I was definitely treading a little bit, sort of a precipice between not wanting to upset anyone…I didn’t want it to be like a tell-all that would upset my pal Trey foremost, but [also] the Phish organization. But I also wanted to, I wanted to go Under the Scales, meaning closer to the beating heart of Phish. I wanted to expose some of the mysteries, and let people in a little bit more on some of the inside stuff. At first I remember there were times I would get calls from from Phish’s management, like, “Hey, Tom, that’s not gonna work,” always with a lot of respect. So I found a line and found a place and I’ve been very happy. We have an agreement on on using some of the music now, and that worked out really well. We have a good relationship, and it’s always been a lot of fun. So we’re just kind of continuing it with with Undermine now. 

When was the last time you were on stage with Phish?
Officially sanctioned was in 2.0. Prior to 2004, Trey would still every now and then have me come up and do [part of] “Antelope.” Prior to that, at New Year’s or whatever, I would come and sing a song. I can’t come up with the actual last sanctioned song that I did that wasn’t “Antelope.” However, in 3.0, which is, you know, 2009 onwards — I would also say that we’re in 4.0 now, I’ve come to come to accept that — I have not been invited on stage. I think that’s just a decision that, you know, seems to have stuck. They made it at some point, and I’ve just never come on for “Antelope” since then, with one exception. And that was when Steve Pollak and I unadvisedly, and probably a few too many beers in, happened to find ourselves side stage toward the end of the show at SPAC in 2012, and “Antelope” came on. You know when you say something and you immediately want the words back? I said to Steve, “We should go onstage.” If you know anything about the Dude of Life, if you say that kind of thing, it’s gonna happen. And basically, you know, me realizing how many people we’re gonna piss off, kind of reluctantly went out there. Trey was surprised. Page was shocked. Fishman gave us a nice welcome with a big smile. Mike was sort of shocked. I think we took Mike’s mic and went out there and I did the “Rye, Rye, Rocco/Marco Esquandolas/Been you to have any spike, man?” and left. The Dude stayed on and sang, you know, “Run like an antelope out of control,” which are his words. I think Trey said, “Who were those drunk guys?” And then later, man, we got in trouble. So I haven’t been on stage since. 

How often do you go to Phish shows? What do you still get out of going to them?
Oh, very often. Any show I can. I haven’t ever missed a Halloween. I haven’t missed New Year’s in forever. I’ve never missed a festival. And then any show around the New England northeast, I still will try to go to. It was a friend thing, it’s always been a music thing. And there’s always a chance of our newest song being played, which is cool. But now it’s like family. I got my daughter, who’s very, very much a Phish head. I’ll go to shows with her and my wife and they listen to almost exclusively Phish. They’ve listened to Sigma Oasis more than any other [album] in the past six to nine months.

You mentioned Gamehendge. Is that something that you could ever see them tackling live in full?
I think there was some pressure — not pressure, but it’s always been a suggestion, like, something should happen with Gamehendge. It should be a movie. It should be a video game. It should be something. “You guys should do an entire show, develop Gamehendge, in some new and different way.” I hope they do something, like maybe a movie is released or something possibly by a third party. But yeah, my feeling is it’s just the way that it is incorporated now, occasional songs into into the setlist is the way it’s going to be. I don’t think they’ll do a Gamehendge project. It’s just my own feeling. But I would love to be proven wrong. That would be amazing if they decided to do an in-sequence Gamehenge set again. Phish always surprises, right? Just when you think they’re not going to do something, they do.