The Making of Radiohead's 'In Rainbows'

Behind the creation of the band's most challenging and reinventive album

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Radiohead, 'In Rainbows' and Thom Yorke
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Making an album has never been easy for Radiohead. "We think too much," frontman Thom Yorke once told Rolling Stone. But 2007's In Rainbows may have been their toughest. "It was very difficult in a way we had never experienced before," says the band's longtime producer, Nigel Godrich. "The material was great, and we knew it. The difficulty was actually, physically doing it."

The rushed, contentious sessions for 2003's Hail to the Thief left Radiohead in no mood to hurry back to the studio – and they'd just ended their 12-year relationship with EMI, meaning no label demanding new material. They spent most of 2004 in limbo; Radiohead's five members, who began playing together as teens, were now well into their thirties with young children to raise. The band finally got back to work in early 2005, recording on their own and later with producer Mark "Spike" Stent, who'd had hits with Madonna and the Spice Girls. But the sessions – their first in a decade with a producer other than Godrich, a crucial collaborator on the art-rock advances of 1997's OK Computer and 2000's Kid A – were a dead end. "Everyone had lost…not interest, but momentum," Yorke told Rolling Stone. "We'd all stopped to have kids. When we got back into the studio, it was just dead."

Frustrated, Radiohead hit the road in May 2006, unleashing new tunes like the all-out rock attack "Bodysnatchers" and the tricky, riff-layering fugue "Weird Fishes/Arpeggi" at theaters across Europe and the U.S. That fall, the band scrapped their work to date and called Godrich. "Nigel thought we needed an adventure," guitarist Ed O'Brien told Rolling Stone. The producer dragged them to Tottenham House, a formerly stately Georgian home 45 miles outside their hometown of Oxford. "It was really old and literally crumbling," Godrich says. "Like a Scooby Doo mansion."

Camping in trailers beside the weathered hall, the band spent three weeks starting again from scratch. A breathless run through "Bodysnatchers," cut in Tottenham House's spacious library, appears virtually untouched on the album – a potent call-back to the guitar-driven charge of Radiohead's Nineties LPs. They went deeper into that rich, immediate sound during subsequent stints at another country mansion scouted by Godrich and proper studios in London and Oxford. The icily seductive single "Nude," which the band had attempted unsuccessfully at their first-ever session with Godrich in 1995, suddenly bloomed back to life when bassist Colin Greenwood added a slow-swinging new low end. The iridescent dream ballad "Reckoner," meanwhile, grew out of a joyful jam: "People all over the house, shaking things and getting this groove going, then chopping it up into little pieces and putting it back together," Godrich recalls. "It was a lot of fun."

By the spring of 2007, Radiohead was done with In Rainbows – a lean 10-song set whose warm, pristine production showcased Yorke's thrilling melodies and the band's renewed bond. The album's release was fittingly unorthodox: Fans could buy it online at whatever price they chose. What began in turmoil ended in an act of rebellious reinvention. "It took a lot of time and energy to do this stuff justice, but we got there," Godrich says. "Between them, it was an opportunity to reconnect. Most people are not really friends with the people they went to school with by this point in their lives, you know? But they have a particular kind of chemistry. Like a family."

This story appeared in Rolling Stone's 500 Greatest Albums of All Time book, available now.