During a conversation with Ultimate Guitar's Justin Beckner, guitar legend Paul Gilbert (Mr. Big, Racer X) looked back on the early days, how he used to give lessons to young Brian Patrick Carroll - who went on to become Buckethead - and being roommates with young Russ Parish who went on to become Steel Panther's Satchel. Following is an excerpt from the chat.

UG: We were talking recently with Satchel; I'm told you used to live with him. What was he like as a guitar player and a roommate back in the day?

Gilbert: "Oh man, I guess I'll call him Satchel because that's his official name. He was a student at GIT. So he'd come in and he played great and he was funny. I was on tour with Mr. Big all the time and he would keep an eye on my house, so he was essentially my roommate. I would come home from being on tour for three months, and I had told him that if he wanted to use my studio gear to go ahead, and he made these demos that sounded so good. I asked him, 'What did you do? My demos don't sound anything like that. You're making records in here.' When I make a demo it sounds like doggy doo and his sounded like the first Boston album. And he was just like, 'I just worked on it.' So him using my gear and recording demos that sounded that good made me realize that maybe I should put a little more care into the demos I was making.

I tended to use it like a sketchpad and Russ would spend the time and make these beautiful demos. We ended up doing a cover band together for fun. Sometimes I would play bass and he would play guitar and we'd switch. We just learned a lot of songs. We'd book a gig a week out and try to learn 25 songs by then. We would do it and just have the best time. It was nice hanging with musicians and Russ is a great one... or Satchel, sorry."

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After his recent move to Portland, Oregon, Paul set out to connect with the best and grooviest musicians in the area, and record an album in his brand-new hometown. Brian Foxworth (drums) and Asher Fulero (keyboards) were both obvious choices to play Paul's mix of rock, blues, jazz, and pop flavors. When Paul's regular Portland bassist Kelly Lemieux was unavailable (due to his touring with Buckcherry), Paul reached out to New Orleans bass legend, Roland Guerin. Roland came to Portland weeks before the recording dates for intense rehearsing and arranging sessions.

With the band complete, Paul enlisted legendary producer and engineer John Cuniberti. John is well known for his work with Joe Satriani, but Paul was primarily interested in John's expertise with "one mic" recording. Paul explains, "It's so easy to make albums with overdubbing and editing these days, but I really prefer playing live and just getting the music to sound right because the musicians, the songs, and the performances are good." After hearing Paul's band, John recommended a few more mics, but still agreed that the music worked best as live performances with no overdubs. "There is not one overdub on the record. Everything you hear is four guys jamming, listening to each other, and making room for each other. The music almost mixes itself that way! And it's just a great mindset to have. When you know that you won't be fixing or adding parts later... It keeps your mind very active to get things right!"

Tracklisting:

“Havin' It”
“I Own A Building”
“Everywhere That Mary Went”
“Love Is The Saddest Thing”
“Sir, You Need To Calm Down”
“Let That Battery Die”
“Blues For Rabbit”
“Every Snare Drum”
“A Snake Just Bit My Toe”
“I Love My Lawnmower”
“A Herd Of Turtles”
“Things Can Walk To You"

"Things Can Walk To You" video:

"Havin' It" video: