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“Billy Breathes” marked a milestone in the development of the Phish catalog. In the mid-90s Phish sought to broaden their stylistic palette and tackle a significant musical challenge by developing more mellow, ballad-style original material to round out their rotation. “Billy Breathes” stands out in this regard, especially considering the rest of the songs on the album that bears its name. 

All other songs have either been jamming vehicles (“Free,” “Taste,” “Character Zero,” and “Theme From the Bottom”) or were written after “Billy’s” 9/27/95 debut (see, for example, “Swept Away,” “Steep,” and “Talk”). While other ballads came before it (notably “Fast Enough for You”), “Billy” stands as a turning point in the band’s songwriting, as post-“Billy” ballads became more common.

Watch Billy Breathes on YouTube Phish ”Billy Breathes” from Billy Breathes. Video by Phish.

When Billy Breathes (the album) was released prior to the fall 1996 tour, many fans tabbed the title song as the best song on the album, and some consider it the best piece of studio work in Phish’s catalog to date. The studio version saw the band nail the difficult, intricate harmonies so crucial to the song’s chorus. The brief instrumental interlude was augmented with additional instrumentation and a breathtaking guitar solo that seemed to catapult the emotional level of the song to new heights. 

“Billy Breathes” was in modest to heavy rotation from its debut through 2000, with its greatest frequency after its debut during the 1995 Fall Tour and 1997, especially during the winter and summer European tours. One special version came as the second song of the Bridge School Benefit on 10/18/98, featuring Mike and Trey on acoustic guitars, Fish on a stripped down drum kit, and Page at the piano

Watch Billy Breathes on YouTube Phish “Billy Breathes” – 11/14/95, Orlando, FL. Video by PhrankieC87

"Billy" became more scarce after the hiatus, with only two performances in 2003 (7/7/03 Phoenix and 7/23/03 Deer Creek) and a small handful since the band returned to the stage in 2009, including 7/30/09 Red Rocks; 6/18/10 Hartford (with a -> out of “Light”); 6/15/12 at Atlantic City’s Bader Field; 7/30/14 Portsmouth, VA; 07/21/17 and 12/30/18 at Madison Square Garden; 6/22/19 out of "What's the Use?" at Merriweather; and, interestingly, in back to back shows in 2021, first on the last night of the Dick’s run and then in Sacramento on the first night of Fall Tour.

Outside of Phish, “Billy Breathes” was offered as a duet with Trey on acoustic guitar and vocals and Peter Kater on piano during the annual Tibet House benefit at New York’s Carnegie Hall on 2/22/99. Trey also performed the song solo, on piano, during the TAB Trio’s inaugural May, 1999 tour. Be sure to check out the first performance on 5/8/99 in Madison, WI that Trey interrupted to tell a story about Neil Young. The next time the song would be played outside of Phish was nineteen years later on Trey’s 12/10/18 acoustic show in Eugene, Oregon, this time on acoustic guitar like the solo debut. The song would finally be given the full TAB treatment during The Beacon Jams on 11/13/20.

Trey reveals in the 2019 documentary Between Me and My Mind that he wrote the song about the phenomenon of the gift of life after he was so mesmerized by the birth and breath of his newborn daughter Eliza, whose nickname as a baby was "Billy." At a Trey acoustic show on 10/21/19 in Eau Claire, Wisconsin, after “Billy Breathes,” he describes how the following song, “Strange Design,” was written a few days before she was born, in contrast to “Billy Breathes” written a few days after.

Watch Billy Breathes on YouTube Phish “Bliss” > “Billy Breathes” – 12/30/18, New York, NY. Video by LazyLightning55a

The aforementioned 12/30/18 show along with 9/5/21 played another significant role in the history of “Billy Breathes” as these were the first two times Phish played the instrumental “Bliss” live, just as it appeared on the album Billy Breathes, before the song “Billy Breathes.” The other similarity between these two performances stems from the efforts of fan Meggie Price, and the story can be read in its entirety in the “Bliss” Song History. 

Last significant update: 11/22/23

(Anastasio)
© Who Is She? Music, Inc. (BMI)

Tumbling greens
A pickup screams
Alone above the square
Oh sing softly

Above the trees
Where Billy breathes
We float upon the air

Softly sing sweet songs

Silent scenes
In motion means
I'll wake you when we're there
Oh sing softly

Time, it seems
In broken dreams
To sleep beside the stair