"Fade Away" was the very first new song completed for GO WEST, much of it was written on a road trip in Thanksgiving 2005. I had been really sick for a lot of that year and it was kind of an experiment to see if I was healthy enough to go somewhere by myself, and also an attempt to jump-start the songwriting process by getting away on my own for awhile. During my five days wandering around the Mojave desert tracing old auto trails, I put in sporadic work on this song and another one called "I'm Having a Great Time In Jail," which if I had finished it and put it on GO WEST might have taken the whole album in a fascinating new direction.

I was wrestling with some relationship fears at the time, and from the moment GO WEST was conceptualized this was supposed to be a key illustration of the album's morally ambiguous world: the man in the song feels that both he and his wife have lost themselves in the marriage and they want different things, but getting married and staying in the relationship are both defensible choices. "Things could be worse than we've got them," he says. The original point of the album was to lead to two possible choices: stability or freedom, and show that there was no right answer; either way had significant downsides that you just had to live with.

The direct inspiration for the lyrics came during that road trip. I had spent all day wandering around in the hot sun and got back to Barstow and collapsed in my cheap hotel room. Later that night, feeling like hell, I forced myself to get up and go interact socially. I found a nearby tavern that was open, and hung out at the bar drinking beer and eating peanuts. There was hardly anyone there but this married couple in their '30s going through the Recycler looking for a new truck. They actually seemed very content, but in my tired state I started thinking of the cool desert scenes I had been in that day, and was imaging about how that guy's mind might be wandering that very instant, visualizing he was a bird flying over the mountains I had seen earlier, while he was pretending to listen to his wife. So every time I sing the song now I think I'm in Barstow.

We took our first stab at recording for GO WEST in 2007 and of those early recordings, this is the only one that was anywhere near completion when the album recording got underway in earnest in fall 2008. The recording sounded great in the studio but it lost some focus in the overdubbing process; the idea was to get a jangly, layered sound of the guitars but the GO WEST pixie dust hadn't been spread yet and it wound up just sounding messy. The background vocals likewise did not come together easily and Teresa, Evie and I did dozens of takes on a harmony vocal turn that, while pretty and acrobatic, isn't nearly as accomplished as what we did in half an hour on "Two Children In A Bed." I love all the tracks on GO WEST, but if you held a gun to my head and asked me which was the least cool one, I'd probably pick "Fade Away." And yet...there's so much to like about it...the gauzy backing track, Evie's great vocal harmonies and guitar counterpoint, the yearning vibe, Kurt's no-frills drumming, and the song clocks in at well under three minutes, not having time to wear out its welcome. It has definitely grown on me in the intervening years.