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Pino Palladino and Blake Mills are still chasing the “challenging and irresistible”

The prolific session players turned frontmen talk subverting expectations, inverting harmonies, and producing for themselves (instead of the world’s biggest pop stars).

August 21, 2025

Apollo Frequencies is a series exploring sounds that seem to come from another world.

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Blake Mills was still in his 20s when he scored a gig producing John Legend’s 2016 album Darkness and Light. His first call was to Pino Palladino, a mega-prolific bassist with a book-length list of collaborators including D’Angelo, Nine Inch Nails, Erykah Badu, John Mayer, Adele, and the Who, among many others. Beyond the presumptively considerable payday, working with Palladino was one of the chief reasons Mills took the gig. A decade later, their second joint album, That Wasn’t a Dream, drops on Friday.

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“We got into some mischief right away,” Mills says of those John Legend sessions on a three-way video call from his Los Angeles home. “In pop music, there's a lot of fear-based streamlining — ‘Let's make it as uncomplicated and repetitive and easy to digest as possible’ — and both Pino and I have an appetite for finding things that are challenging and irresistible at the same time. We’re not necessarily complicating the norm; we’re subverting it.”

“I like to give the listener lots of credit,” Palladino adds, conferencing in from his own place in L.A. “If I come up with a challenging idea, who's to say that somebody who's not a musician or into theory won’t enjoy it in the same way? We all hear the same thing, I think.”

The sentiment epitomizes both artists’ openhearted perspective when it comes to the craft they’ve worked their lives to perfect, but Palladino and Mills are deadly serious about the complex concepts that underlie their songs. They speak clearly enough for those of us with a basic understanding of music theory to understand, but the way they finish each other’s thoughts about highly technical ideas without so much as blinking demonstrates the depth of their mastery.

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Mills and Palladino have now been working together for a decade, and their mutual admiration is apparent when they talk about each other. Mills, for instance, is constantly in awe of the “vocal tone" Palladino gets out of his fretless bass, especially in its upper range; the “chordal vocabulary” that allows him to voice harmonies in inventive ways; and his ingenious use of harmonics.

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“He’s impregnated my inner ear with new possibilities,” Mills says. “For example, there's a tendency in pop arrangements to have the bass be this thick, monolithic tone that makes the subwoofer go BVVVVV. And the way that Pino can play over something and give it a feeling of movement and propulsion where there would otherwise be that monolithic bass tone can completely change the feeling of the song.”

Palladino gushes about Mills’ skills as an arranger. “When I’ve reached a brick wall with an idea, I play it to Blake, and on every occasion he’ll instinctively suggest where we could go with it,” he says.

2021’s Notes With Attachments, Palladino and Mills’ first full-length collaboration — and Palladino’s debut LP as a top-billed artist after nearly 50 years in the business — could only have been made by musicians who’ve learned the importance of listening intently to their collaborators. And the world-class artists who fill out their arrangements — Chris "Daddy" Dave, saxophonist Sam Gendel, keyboardist Larry Goldings, drummer Steve Jordan, and more — followed their lead. “I’m constantly reminded to listen,” Mills says. “That's the job description.”

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That Wasn’t a Dream shares its predecessor’s patient, democratic ethos, but it’s not just Notes Pt. 2. Palladino and Mills are still surrounded by collaborators — including a few familiar faces — but the songs are sparser, more restrained. This change of approach is most evident in the elegance of the album’s first two tracks, “Contour” and “I Laugh in the Mouth of the Lion,” and the first minute of the third track, “Somnambulista,” before it explodes into a wild convergence of all six of its players — a moment Mills calls a “cataclysm.”

Such subtle dynamism is the stuff of true masters. Mills and Palladino are virtuosos of the highest order, but they play this hand only when absolutely necessary, and the extent of their chops is largely hidden. With That Wasn’t a Dream, they canonize themselves in the tradition of L.A. legends whose cool brilliance will endure for generations.

The FADER: You’ve described the making of Notes With Attachments as a process of building up and the making of That Wasn't a Dream as a process of cutting down. Can you expand on that?


Pino Palladino: Some of the tunes that we had for this record were really dense in harmony. Through a process of experimentation, we tried different instruments and ended up breaking it down to a melody and a counterpoint bass line that suggested the harmony that was originally intended. That really intrigued me, that sense of economy and not having to play a three, four, five-note chord, just having a bass note and a sympathetic chord tone along with a beautiful melody. Even though space is a vacuum, you get a lot of harmonic information from the counterpoint between the melody and the bass line.

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What goes into that decision: “Do I build it up or shrink it down?”

Blake Mills: With this record, once we got a performance we were happy with, the things about that performance that made it stand out were the ones we kept, and we’d check in to make sure any additions were enhancing those parts and not covering them up; you don’t want to degrade the special parts. It's easy to get excited about sounds or ideas that you can layer on top, but you need to remain faithful to going back and checking them against the strength of the original, underlying performance. You need to be kind of heartless sometimes and say, "Look, it's an awesome part, but it's gotta go.”

Some of my favorite parts of the record come when you’re playing the fretless baritone sustainer guitar, Blake. You’ve said the limitations of that instrument, the inability to make chords sound good, necessitated the use of counterpoint. Tell me more about that.

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Mills: Yeah, it was about what sounds good on [fretless] bass and what I'm capable of doing on fretless guitar that doesn’t sound horribly sour. That led us toward things that were naturally contrapuntal because that's what you're left with. We were working with what we were hearing in our heads as the chords and clawing for some arrangements that got some of that information across.

There’s a Zombies song, “The Way I Feel Inside,” where the whole first A and B sections are a cappella, but you know what all of the chords are from the melody. You hear the missing pieces, and that’s kind of a magic trick. I think a lot of the melodies on our records have that quality when you play them separate from the harmony. They exist in this tonal vapor that you're still getting information from.

Justin Daashuur Hopkins

Pino, "Heat Sink" was recorded in a marathon studio session with your son Rocco. Was that your first time recording with him?

Palladino: I guess it was, actually. We obviously jam, but that was our first time recording together. He came to the studio, and we just happened to be working on that song. It was a great moment of synchronicity.


You were also involved in your daughter Fabiana’s debut album. Will there be a Palladino family band one day?

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Palladino: I'm into it. I'm not sure Rocco and Fabiana would be. It might be too corny for them, but you never know.


Pino, you play the lead melody on the closing track, “That Was a Dream.” How does it feel to finally be on top after all those years at the bottom of arrangements?

Palladino: It's a responsibility, that's for sure. Blake wrote the melody of that tune and imagined it an octave higher than I ended up playing it. So there's a point when it becomes a question: If you're playing a melodic idea low on the bass, when does it change from being the melody to actually being the root? Hearing that melody down low that Blake had written in a higher register gives it a slightly unsettling quality. It was really enjoyable to play that.

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Mills: Also, Pino's fretless bass playing has such a vocal quality, so it seemed to me that it was a known quantity. It wasn't like there was any question if it would sound good, but I think there's a little bravery required to have an entire song live in that space. As soon as you hear it, though, it's so pleasing. Even though parts of it are a little unsettling or a little unstable, it's quite beautiful. There was a bit of a feeling of, “Can we do that?” And it’s like, "Oh yeah, we're allowed to do whatever the hell we want! It’s our own music."