Waylon Payne grew up uniquely immersed in the music of Willie Nelson. His mother, singer Sammi Smith, revolutionized country music with her 1971 recording of Kris Kristofferson’s “Help Me Make It Through the Night,” going on to become a frequent touring partner of Willie’s and the most significant female voice in the nascent outlaw movement. Around that same time, Waylon’s father, Jody Payne, began his nearly forty-year run as Willie’s lead guitarist. So when Waylon calls Willie songs “lullabies,” he’s describing memories, not impressions.

(Read a transcript of this episode below.)

But his appreciation of Willie runs much deeper even than that. Though Waylon always knew Jody was his dad, the two didn’t actually meet until Waylon was sixteen. Barely two years later, the conservative aunt and uncle who raised Waylon threw him out of the house for being gay. Refuge came on the tour bus with his dad and Willie, where he was also able to study songwriting and stagecraft firsthand. Then, some twenty years later, when Waylon was fighting debilitating drug addiction, Willie gave him a place to stay and the tough-love advice that turned him around. When Waylon says Willie saved his life, that’s not figurative, either.

Waylon talks about all of that on this week’s One by Willie, starting off with one of his first favorite Willie songs, a 1970 cover of “Both Sides Now.” From there he details how Willie helped steer him through the hard times, what it was like to perform at the all-star tribute shows celebrating Willie’s 90th birthday at the Hollywood Bowl in April, and the time Willie gave his songwriting the highest praise possible. Note: Willie’s compliment isn’t remotely suitable for small ears.

We’ve created an Apple Music playlist for this series that we’ll add to with each episode we publish. And if you like the show, please subscribe and drop us a rating on Apple Podcasts or wherever you get your podcasts.

One by Willie is produced and engineered by Brian Standefer, with audio editing by Jackie Ibarra and production by Patrick Michels. Our executive producer is Megan Creydt. Graphic design is by Emily Kimbro and Victoria Millner.


John Spong (voice-over): Hey there, I’m John Spong with Texas Monthly magazine, and this is One by Willie, a podcast in which I talk each week to one notable Willie Nelson fan about one Willie song that they really love. The show is brought to you by Still Austin craft whiskey.

This week, singer-songwriter Waylon Payne talks about Willie’s 1970 cover of one of the songs that established Joni Mitchell as an iconic, generational songwriter, “Both Sides Now.” Now, Waylon knows a little bit about icons; his mom, Sammi Smith, sparked a revolution in country music with her 1971 hit on Kris Kristofferson’s “Help Me Make It Through the Night,” and his dad, Jody Payne, was Willie’s lead guitar player for 36 years. So Waylon’s equal parts country royalty and extended member of the Nelson family. 

But he’s also a badass artist; NPR ranked his most recent album, Blue Eyes, The Harlot, The Queer, The Pusher & Me, in its year-end Top 10 overall in 2020. So mixing in all that, Waylon’s going to talk about the way Willie records were his lullabies when he was little, a couple of impossible personal times when he credits Willie with saving his life, and that time that Willie paid his songwriting the highest praise possible. Note that you’ll probably want to cover your kids’ ears when Waylon gets to that part.  So let’s do it.

John Spong: Well, we do, we always start at the same place. What’s so cool about Willie’s version of “Both Sides Now”?

Walyon Payne: Well, okay, here’s the thing. I have a very strange relationship with record albums, with 45s, and with LPs, because I’m one of those weird men that grew up with parents in that industry. That was my family. You know what I mean? So, everything he ever did was just always great. But my favorite things, and it must be from . . . I remember my first records around two, three years old, Bobbie Gentry, mom, Willie Nelson. His delivery in those songs, between Shotgun Willie and Phases and Stages and a couple of albums afterwards, and through the sixties, when he was writer Willie and doing the Opry all the time, that was the sexiest, coolest, easiest . . . I just think he’s the greatest thing ever.

That song, you grew up hearing it all your life from Joni. But there’s something very ethereal about hearing him play it. His guitar on it is like a lullaby. His voice is like a sonnet. It automatically makes me feel safe and warm. I trust everything he says.

John Spon: Wow. Yeah.

Waylon Payne: I mean, that song’s been in my life since I was a baby, a young, young, young, child. And he has a way of telling stories, and it comes through on songs that he writes or that he doesn’t write. But it’s so good that you would think that he did.

John Spong: Yeah. Because he lives in them.

Walyon Payne: The beauty of that, it just feels like a fairytale. It feels like cotton candy and happy and good.

John Spong: Yeah. Well shit, let’s spin it. Is that cool?

Waylon Payne: I would love to.

John Spong: All right.

Waylon Payne: This is going to be great. Hey Petey, you want to hear Willie?

John Spong: Oh, I thought the dog was Jack. It’s Petey? 

Waylon Payne: No, it’s Petey. It’s Petey. Hey buddy, do you love this day?

[Willie Nelson playing “Both Sides Now”]

Waylon Payne: I could listen to that forever. I wish they would’ve let him keep going.

John Spong: That would’ve been cool.

Waylon Payne: It’s my favorite. It’s just . . . it’s beautiful. It’s just beautiful.

John Spong: So, you grew up with that record. I was going to ask how you found that version, because that’s not a Willie album that everybody knows . . . but you do.

Waylon Payne: I found it because of my family, you know? Way before I met my father, I remember being around Willie as a baby a couple of times. I did some TV shows with Mama, and Mama and Willie used to do duet packages and tour together. And Mom was very, very insistent upon knowing good music. She was never shy about telling me who was great. Mom really instilled me on the greats, because the greats were her friends. The greats were my friends. 

John Spong: Yeah. But when this record comes out in ’70, can you give context for what was going on for Willie around then? Because this is . . . it’s interesting. This is an interesting song for him to do, for me, in that it’s so wordy compared to a song Willie might write. He cuts the last two verses off because it’s just too much. But wonderfully fittingly, he cuts out the happy ending at the end of the song, about “Something is gained every day.”

And even Joni Mitchell once said, “I always cop out at the end of my songs, no matter how bleak they get, I always got to put something at the end like, ‘Something’s gained every day.’ ” This was a difficult time for Willie. This record, this album didn’t chart. The single on it didn’t get into the top 40. He cut it in ’69, then the record came out in ’70, and it was right about the time RCA—

Waylon Payne: This was a really big turning point for him, because he went from that hippie guy that was trying to play the game, it seems? You know what, Willie was always a man of, it seems to me now, it seems to me that Willie was always a man of reinvention. And it seems like not so much . . . not so much reinvention, but not afraid to keep trying until he figured out what his thing was.

Or maybe it was always his thing, and we never really got it until we saw him be a hippie. You know what I mean? But it seems like everything, you know . . . it’s a passion. It’s a passion that’s been there from the beginning, and everything you ever see him do, it’s always usually, generally great. This seems like this was at that time, I guess, when they were probably headed to Panther Hall. This is probably right before he went to Texas. Is it not?

John Spong: Yeah. That’s exactly it. And it’s one of the things that grabbed me about this, because “Both Sides Now,” it’s an iconic song. It’s a pop hit at the time, or had been. I’ve had friends who, when they listen to Willie now, if he’ll cover “I’ll Take You Just the Way You Are,” by Billy Joel. Or when he covered Peter Gabriel in the mid-nineties, they’ll go, “Oh, Willie has started doing these weird, left-field covers.” It’s like, “Oh no, no. He’s been doing that . . .” He covered ‘Yesterday’ on Panther Hall in ’66. He covers this. Another song on this album is “Everybody’s Talking,” the Fred Neil/Harry Nilsson song. He did “Fire and Rain” right after. So, one of the things that’s interesting to me is he’s always been doing this. But also these songs weren’t iconic . . . yet. They were great songs, and in the moment, he heard them and was like, “Oh, that’s . . .” Apparently, Willie’s got an ear for a melody, I guess, is what I’m saying.

Waylon Payne: Well, see, that’s another, thanks for touching on that. May I go on a bit of a tangent?

John Spong: Yeah.

Waylon Payne: My mom made fifteen, sixteen albums in the seventies, and most of the popular music that I heard, like when The Band would come on singing “The Weight,” I would automatically go, “Well, that’s my mom’s song,” because I was a baby, and those were the records she . . . “Never Been to Spain,” “Just You and Me,” I mean, “I Can’t Stand The Rain.”

Those were songs that were iconic songs that everybody was cutting ’em, because they were brand new and they were great. That’s kinda crazy to think about too. They all had a really good ear for music because they all sang the same stuff. They all liked each other’s music and pushed each other along.

I wonder what made him . . . if that was the time when he was like, “Okay, I’m done with RCA, and I’m going to Texas just to really lean on me, because I’ve tried absolutely everything now. I’ve tried singing their songs on a hay bale. I’ve tried selling them for $50. I’ve tried being a sideman. I’ve tried everything in the world. I’ve even tried to put a hippie vest on and sing Joni Mitchell. And I think it may be time to go.”

John Spong: I think that’s exactly it, because if you look, his own songs on here are so dark. He was still drinking, and I think drinking pretty heavy. What’s the one song on here? “It Could Be Said That Way,” this is an original that’s on there. “This road on which I travel / paved with broken glass and gravel / has just room for me / I hope there’s room for me.” I mean, he was not happy, and RCA wasn’t happy with him, and he had to get home is what he had to do.

Waylon Payne: Well, “The sun is filled with ice and gives no warmth at all.”

John Spong: Dark, dark.

Waylon Payne: “The sky was never blue.” It’s great.

John Spong: Well then—

Waylon Payne: It automatically always makes me feel at a happy place. It’s great listening to it as the sun’s coming up over the painted desert in Arizona, because I did it recently. It’s awesome. I would challenge anybody that hasn’t spent much time with just this song in particular, put it in a playlist so you get it on random, some time.

John Spong: Yeah, surprise yourself.

Waylon Payne: It’ll brighten your day.

[Willie Nelson playing “Both Sides Now”]

John Spong: Well, then from there, as you were saying, how do you know so much about Willie?

Waylon Payne: Like I said, I just got lucky. I got lucky. My mama loved him and loved his music, and they made great music together. Then my dad started making music with Willie, and it’s just been a family thing, all my life. We’ve got videos of the old “Lone Star Beer Hour,” I think I’m singing when I’m . . .

John Spong: Yes, I’ve seen that. Oh, that’s awesome.

Waylon Payne: I’m like two, and I sing with them. It’s right after, like Shotgun Willie, I remember that being my jam at two. That was my thing. I mean, I’m not kidding. It was, “The devil shivered in his sleeping bag,” and “Shotgun Willie in his underwear.” That was the thing, dude. It was awesome.

And The Troublemaker, that was another, those two . . . those are two of the first records that ever permeated. One was Help Me Make It Through the Night, one was Shotgun Willie, The Troublemaker, and then Patchwork by Bobbie Gentry. Those records were my favorites as a kid. And The Troublemaker was the record that Aunt Yvonne, my aunt that I lived with, listened to, because she was a Southern Baptist.

John Spong: Oh, right. They were churchy people.

Waylon Payne: Oh, they didn’t like the dope-smoking at all. And they didn’t like the fact that mom ran around with boys, and called her dirty names and stuff when she wasn’t around. Country music, I think, if I’m not mistaken, in the seventies, was quite frowned upon, because it was like, what are you doing singing loser music in bar . . . beer joints, and you know what I mean?

It was like, I guess I kinda get it now. Nobody understands it unless they’re called to do it, and if you’re called to do it, nobody’s going to understand you because you can’t explain yourself. You just know you’re going to go do it.

John Spong: With “Help Me Make It Through The Night,” I mean, that’s a revolutionary song. It’s not just iconic. It actually changed things. Part of it was because it’s sexually frank, and sexually frank from the point of view of a woman? In 1971? Or whatever it was?

Waylon Payne: And believe me, and believe me, growing up in Vidor, Texas, where I grew up with my mother’s brother and his wife, Southern Baptist, and mom would come through, the preacher . . .  I mean, it was a sight. Mom would come through town with the band, and people would be talking about it for six weeks. You would think that somebody had walked in and killed somebody.

But yeah, heaven forbid Willie ever came to town because, ooh. But that was the way I was . . . I was raised the first sixteen years of my life with Mom, and she would always be very . . . I guess when their separation happened, I was a baby. I think they just had their differences, and she wouldn’t talk about it. After I met him, he wouldn’t talk about it, either.

So, I just know that they . . . I got them together one time, at Cain’s Ballroom with Willie. The four of us all stood up there and sang together. It was really special. But you know, when mom quit singing, and I met my daddy, well, I mean, it wasn’t too long before I was borrowing a bunk, because nobody slept on that bunk.

John Spong: On the bus?

Waylon Payne: Yes.

John Spong: Well, let’s go there. Because one of the ways people have described your relationship with Willie to me is that they say you credit him with saving your life multiple times, not once.

Waylon Payne: I do.

John Spong: Multiple times, and I guess the first one’s right about the time you finally meet your dad. Didn’t you need to get on the bus?

Waylon Payne: Well, yeah, I kinda needed to. I met Daddy when I was sixteen, and we had started hanging out for a couple years. When I was eighteen, I got expelled from college for being gay, and there was some stuff that had been going on in the family that was kind of tragic. And so, yeah, my daddy and Willie came to my rescue and gave me a place to go. And I rode that bus for a while.

When I did, I came out on the road with those boys . . .Willie, Poodie, Budrock, Bee, Mickey, they all . . . I was Jody and Sammi’s kid, wasn’t so much Sammi’s kid, I was Jody’s kid. And so, they taught me how to be a man. I’m pretty sure I learned how to walk from following Kris Kristofferson, looking at his ass. Just kidding—but you know what I mean? You pick up things from your heroes . . . from the songs I choose to do in my shows, from the songs I carry on—they taught me the history. They were quick to let me have shots. “Hey, why don’t you come out and sing tonight?” It was a loving family, it was just something that, you know . . .

John Spong: Yeah. 

Waylon Payne: Then years later when I had gotten myself so lost on an amphetamine problem, and then Mama died and I was just, I was lost. I moved on to Willie’s ranch and tried to get sober. It didn’t work too good, because it’s not easy to do out there at the ranch, at least it wasn’t back then.

But here’s what happened, through some love and care, and Will came over to the place one day and had his boot up on the counter going, “Hey, listen, if you don’t shape up, we can get you out of here. So let’s start making some positive changes.” So, I moved into a place outside of there, and I got myself together, and Willie gave me shelter those years when he didn’t have to.

He’s always been there to encourage me. When I got my first record deal back in 2013, Willie gave me four nights at the Fillmore with him. I mean, who does that? But Will does, and I grew up at a couple of those picnics, and then I got to play them as an adult. Farm Aid, I’ve been to so many of those growing up.

I got to watch a master, and especially over the past couple years since I’ve turned fifty, and really analyzing life as a sober person, I’ve gotten a lot of clean-time under my belt. Now, I really like to rock and roll, and I like to make music—and I also like to remember where I come from. Willie took the best of everything he loved, and brought it with him, and he gives it out like candy. And that’s what I’m doing. I’m following that example, and I think we all should.

John Spong: Well, because I’ve read stuff about the years when drug abuse was so hard for you. Because it’s like, so you have that record come out in 2004, The Drifter, and people love it. And then the next year you’re playing Jerry Lee Lewis in an Oscar-nominated movie, Walk the Line, the Cash movie. But then we don’t hear from you for a while.

Waylon Payne: Well, between the Johnny Cash movie and The Drifter, that was a pretty intense time of being messed up.

John Spong: Really?

Waylon Payne: 2006 on. I started getting sober around 2008. I was trying at it. And then finally kicked it 2012. I had how many years on my birthday this year? Let’s see. Yeah, eleven years.

John Spong: Nice.

Walyon Payne: Pretty cool.

John Spong: Okay. Well then, but he says, “Straighten up.” And if I’ve read that you started the last album that did so well, that everybody loved, NPR called it the tenth best record of the year—Blue Eyes, The Harlot, The Queer, The Pusher & Me. You started writing those songs in that period and playing them with Willie?

Waylon Payne: Well, you know what, I wrote the title track, “Old Blue Eyes,” at the condos right after I had gotten there. I loved intravenous drugs, but I was kind of a pussy, if you will. I mean, I don’t know, can I say that? I wouldn’t administer to myself, I would always have to have a pusher, so—

John Spong: Oh my God.

Walyon Payne: . . . that’s what that story’s about, my buddy who I did drugs with over in . . . and we always listened to, he would always sing “The Silver-Tongued Devil” right after we got high. He was like, “You need to write an album and call it that one day, or write a song as cool as that.”

So, that’s where that song came from. Shortly after I got to the condos, and I was still not being good, I got a call one night about three in the morning that he had found his way to the moon, and he was dead. I wrote that song that night, and there it was.

[Waylon Payne playing “Old Blue Eyes”]

John Spong: We were talking before we got on about nurturing presences in your life, and these female country artists who have served that role or provided that, given you that relationship . . . but Willie has too. What is it about him that drives him to take care of people the way it seems that he does, the way he’s taken care of you?

Waylon Payne: Well, I think he just—he just is a decent person. right? I think it’s his nature as a songwriter; songwriters kinda basically want to give, it seems. We give it. It’s just a fluke that we can or can’t not make money on it. You know what I mean? He got in the good part there, where they could actually make some dime on it, which is awesome. I celebrate that. Sure ain’t the same.

But still, I think he would do it if he was penniless, because it’s just his passion. We had a conversation one time in that condo, when that boot was on the counter, and he was like, “Maybe you’re not as passionate about it as I am.” And those words always stick and stuck with me, because I wasn’t as passionate as he was. But I think I am now.

John Spong: You weren’t trying as hard—he never quits.

Waylon Payne: Well, I mean, I never quit either. I just got lazy.

John Spong: Well, I mean, he never stops creating, he doesn’t take time off to get lost anywhere, it doesn’t seem.

Waylon Payne: Yeah. Keep moving. Still is still moving.

John Spong: And there was advice in there about the present, about living in the present?

Waylon Payne: Well, the greatest thing that he ever taught me was “Yesterday is dead and gone, and tomorrow’s out of sight . . .” You can’t do anything about yesterday. It’s over. You can’t do anything about tomorrow, because tomorrow will absolutely, for a fact, never get here. Why? Because it is always right now. As long as your “right now” is in check, and it’s okay—words to live by. And “Don’t be an asshole.”

John Spong: And don’t be an asshole. Rules one, two, and three.

[Willie Nelson playing “Both Sides Now”]

John Spong: Tell me about the birthday show or shows, because you played both nights.

Waylon Payne: Holy smokes, was that great or what?

John Spong: Oh, man.

Waylon Payne: It was absolutely, it was just an honor to be able to be present and help Willie for once. I’ve never been able to just do something to show him I loved him. And it had been so long since I’d seen him, and since I’d seen the band. And as a person who grew up there . . . and when I mean grow up there, I mean, at least two or three times a year, you would run into your dad, and Willie, and your mom and dad’s friends, because we were family. We would always . . . this is what we did.

To go from having that a regular thing in your life to it not being there for five or six years is hard, you know? And it was really, really good to be reminded. It was a family thing. You could almost see Poodie passing out passes at the backstage. I mean, seriously. It was really almost that good.

John Spong: It felt like that out in the crowd. It really felt like you were watching a family assemble, and that you got to sit across the room from them while they were having dinner together or something.

Waylon Payne: A lot of love, a lot of love in that room.

John Spong: It was really something. And then I know how important Willie is to Margo Price. And so, you got to sing “Fast Train to Georgia” with her, which there’s a legacy there, right? Because that’s something that your dad, I mean, Willie used to do with your mom.

[Waylon Payne and Margo Price playing “Fast Train to Georgia”]

Waylon Payne: Yeah, Billy Joe, of course, who’s our brother, our big brother, and that was one of Willie and Mom’s duets from the time that Billy Joe wrote it, they just stole it and made it their own. Everybody got to sing everybody’s stuff because they were great songs. On that “Lone Star Beer Hour,” Mom opened with “Bloody Mary Morning.” I don’t know . . . it sometimes . . . that was one of Willie’s biggest hits. What are you talking about? But it’s okay.

John Spong: It seems like that’s just what Willie does, I mean that it was just such a special night.

Waylon Payne: It’s pretty cool.

John Spong: And what did you say? You said you just happened to be in L.A. a week before the birthday stuff. Wait, how did that start, before the birthday shows?

Walyon Payne: Yeah. So, it was pretty great. I was able to show up the week before and fill in for Willie at rehearsals and do him a little favor and run the band for him all week with Mr. Don Was and all those guys. And at the end of it, Don walked up to me . . . well, I mean, I think he gave the Dropbox to everybody, but he did make a point to say, “Hey, you sang your ass off on this, and here’s fifty Waylon Payne songs . . . sings Willie Nelson.’ ” “Stardust” is amazing. I really want to release it somehow. It’s just, I can’t even explain it.

John Spong: So, those are the rehearsals, so that’s Booker T. on keys for “Stardust?”

Waylon Payne: Oh yeah, and Waylon Payne.

John Spong: And Waylon f—ing Payne. That’s . . .

Waylon Payne: It’s pretty neat.

John Spong: But that’s the thing, of course, Don Was sent you that, because it’s family.

Waylon Payne: It’s pretty neat.

[Willie Nelson playing “Both Sides Now”]

Waylon Payne: After I got sober and started writing songs about that experience and about what I’d gone through, Willie was the big champion of it, too. “Sins of the Father” . . . when he first heard that song, he called and said, “That song is a motherfucker.” And I said, “Really?” He said, “No, no, no. That is a most motherfucker.” I don’t know what a “most motherfucker” is, but that’s great. 

John Spong (voice-over): All right, Willie fans. That was Waylon Payne talking about Willie’s 1970 cover of Joni Mitchell’s classic “Both Sides Now.” A huge thanks to him for coming on the show, a big thanks to our sponsor, Still Austin craft whiskey, and a big thanks to you for tuning in. If you dig the show, please subscribe, maybe tell a couple friends, and visit our page at Apple Podcasts and give us some stars. And please also check out our One by Willie playlist at Apple Music. We’ll see you guys next week.