Foo Fighters arrived at Conway Recording Studios in mid-January 2002, hoping to be able to finish the work they had started in Virginia three months earlier. Despite Dave Grohl and Taylor Hawkins painting a picture of almost complete recording bliss via messages on the band's online message board, the truth was somewhat different. Tensions had been running high in the basement studio, with nobody entirely happy with how things were going. Grohl was critical of his bandmates, telling them he felt they were lacking enthusiasm. Hawkins later stated he believed nobody “had their studio chops on” and suggested that the band were too focused on perfect production, using the digital Pro Tools system for the first time. The mixes “sucked a lot of the life out [of the songs]” according to Grohl, suggesting that the results “sounded like another band playing our songs.”
Hoping that the change of scenery really would help improve matters, the band got to work. On January 21st, a few days into recording, they were joined at the studio by Queen guitarist Brian May. Invited by Hawkins in an attempt to stifle some of the tension, May recorded guitar parts for two songs, ‘Knucklehead’ and ‘Tired Of You’, although the second was somewhat of an afterthought. “This is a really sparse one guitar and one vocal song – but then in the chorus, Brian May overdubbed these 4-part guitar harmony swells – it's fucking insane,” Dave Grohl said describing his contribution to the second song. He's the only guest appearance on the record but you wouldn't even have to put his fucking name on the album because someone would hear that song and be like 'oh my god – that sounds like Queen.' It sounds like a string section, but he did it with a guitar and it's fucking amazing.”
Whilst May was the only guest on the eventual album, he wasn’t the only guest to arrive at the Los Angeles studio. Grohl invited friend and former Nirvana bandmate Krist Novoselic to join them yet rather than recording bass, as would be expected, Novoselic instead recorded backing vocals for the track 'Walking A Line'. In the liner notes for a special edition of the album 'One By One', Nate Mendel described 'Walking A Line' as “a better-than-average punk rock sing-along” and noted that “depending on fader position” Krist Novoselic may or may not have participated, referring to the fact Novoselic's vocals were either very low in the mix or not included at all.
By the end of recording in Los Angeles ten songs were considered finished - ‘All My Life’, ‘Lonely As You’, ‘Come Back’, ‘Overdrive’, ‘Halo’, ‘Have It All’, ‘Burn Away’, ‘Tired Of You’, ‘Normal’ and ‘Walking A line’.
Recording was completed at Conway on February 6th and the following day the band played a live show at Anaheim's House Of Blues, a benefit show for MAP (Musicians' Assistance Program, a program assisting musicians health needs including drug rehabilitation). During the show four of the new tracks were debuted live - 'All My Life', 'Come Back', 'Overdrive' and 'Tired Of You', with Grohl revealing to the crowd that the record was done. Despite the apparent enthusiasm from Dave and the rest of the band during the public appearance, the truth was far from different. Grohl considered the end product “far too clean, too tame and boring,” and despite having thirty-two songs in the works at one point, just ten were extensively worked on at Conway.
Of those ten tracks, the band was happy with only half. “Five of 'em we liked. The other five we thought were okay, but we were basically just making songs that we thought people would want to hear on an album.” Said Grohl.
Despite these reservations, a record was for all intents and purposes finished and ready to release, if they so wished. “Our manager, John [Silva], actually made the call,” recalled Grohl. “He said, ‘you know what? I like half of it. The other half just sounds like singles to me. And I don't think that's what you guys are all about, and it's not what you guys should do’.” With the band and their management in agreement, almost everything worked on during this session, including the earlier groundwork laid at Studio 606, was shelved. “At that point, that's when I sort of called it and said, ‘okay, let's stop, let's back away from it, re-evaluate’,” Grohl remembered. Taylor Hawkins would later refer to the failed recording as the 'Million Dollar Demos', hinting at the huge cost the band incurred during the process to that point.
Of the eleven tracks worked on during this session, ten were deemed finished, the exception being one of the two Brian May featured tracks, ‘Knucklehead’. Whilst the band decided against forming an album from the complete recordings, three tracks were publicly released. ‘Tired Of You’, the second track to feature Brian May was included on all copies of the final album whilst ‘Walking A Line’ was included as a bonus track on special editions of the record. ‘Normal’ also saw release as a B-Side.
The remaining seven finished tracks have never been officially released however two separate ‘leaks’ have since given fans a chance to hear them. The first of those came before the final album was even released by way of a mix up at the record label. By 2002, internet file sharing peer to peer (P2P) programs like Napster and Kazaa were very popular, allowing users to illegally share the latest albums by top artists like Foo Fighters.
To hinder users of these programs, record companies would upload the albums themselves, except the songs would be incomplete and cut up, frustrating users who spent several hours downloading them.
As the decision to scrap the album came very late in the day a mix up occurred, with Sony BMG uploading the jumbled clips of what they believed to be the final album to these P2P programs. Despite attempts to remove the clips once their mistake was realized it was already too late, with thousands of fans downloading and further sharping the clips. Recordings of 'All My Life', 'Burn Away', 'Halo', 'Have It All', 'Lonely As You', 'Overdrive' and 'Come Back' were all made available, ranging in length from just twenty seconds of ‘Have It All’ up to almost a minute and a half of ‘All My Life’.
A decade later saw a more extensive leak of the songs, with an anonymous source uploading full-length recordings of all seven songs not officially released. Fans were finally able to hear the ‘Million Dollar Demos’, with the unfinished ‘Knucklehead’ now the only track worked on during these sessions yet to be released in any form.
This scrapped version of ‘All My Life’ was structurally very similar to the re-recorded version although some differences were apparent. The soft, whisper-like vocals in the verses were quieter with fewer guitar dynamics in the breakdown section. The final ‘done, done, onto the next one’ vocals at the end of the song featured a moderate distortion effect on Grohl’s voice, as if recorded through a megaphone.
‘Burn Away’, ‘Come Back’, ‘Halo’ and ‘Lonely As You’ were all mostly similar to the versions Grohl had recorded solo at Taylor Hawkins’ home studio in September 2001.
Vocals had of course been recorded during these sessions, however, with ‘Lonely As You’ featuring some key differences over the final album version. After the brief, quiet intro the loud, crashing drums were accompanied by a shrieking “YEAH” from Grohl. At the start of each chorus, Grohl would ask ‘Is anyone out there?’ and there was only one ‘One more time for the last time’ verse. That was followed by one further difference, a much more pronounced guitar solo from Chris.
‘Have It All’ was structured much closer to the way the band played the track live after the release of the album. For the most part, it was very similar to the album version but does have a heavier sound during the outro and fades out rather than coming to a natural end.
With their fourth studio album essentially scrapped Foo Fighters needed to regroup and decide what to do next.