By 2010, it had become abundantly clear to Tom Petty that radio just wasn't going to play his new material. He could write 10 songs as catchy as "Free Fallin'" and it wouldn't matter, so he simply stopped trying. Instead, he got together with the Heartbreakers at his Los Angeles studio and cut a simple blues-rock album. "We didn't use headphones," Petty told Rolling Stone. "Everybody was in the same room, and we did very few overdubs. We'd record it in one or two takes. We couldn't have made this album in the Eighties."
One song, "Running Man's Bible," addressed Howie Epstein's death (in 2003). "I'd always wanted to deal with Howie's death," he said. "It's one of those embarrassingly revealing songs. It just crept into my mind one day. I was playing the guitar, and it started falling out, and I wrote it down as quick as I could."