Late last year, singer-guitarist Grace Potter and her band the Nocturnals had started to work on a new album, The Lion The Beast The Beat, when Black Keys singer-guitarist Dan Auerbach invited them to do some recording at his Nashville studio. Initially, Potter turned him down, because she didn't have any plans to be in Nashville. But after she was nominated for a Country Music Award for a song she did with Kenny Chesney, she figured she could fit a trip to his studio into her schedule. That turned out to be the right decision, as several of the songs she worked on with Auerbach ended up making it onto the disc. "There was no intention for those songs to end up on the record," Potter says via phone from a Philadelphia tour stop. "We were thinking they would turn into a crazy side project, but we had to wait to see what the creative juices would provide. My head was so deep in the album that unbeknownst to me, I was writing songs in that same thematic territory that I had started building on. Your subconscious works in mysterious ways. They did work out, and I'm so glad that they meshed with everything."
The album represents Potter at her best, as the music alternates from classic rock-inspired dirges like "Timekeeper" to country-ish ballads such as "Never Go Back." On tracks such as "Loneliest Soul" and "Turntable," Potter channels her inner Janis Joplin and really wails. Potter says working with Auerbach was key.
"He's very rooted in his foundation," she says. "He knows where he's come from and respects where he comes from. That's an important thing for musicians, so that they don't float off to the stratosphere and become completely different people. He and [Black Keys drummer] Patrick [Carney] both have great heads on their shoulders."
Like the Black Keys, Grace Potter and the Nocturnals had an inauspicious start. The band initially formed a decade ago at St. Lawrence University in upstate New York and quickly found a foothold within the jam band scene.
"I think at the heart of it, we'll always be [a jam band]," Potter says. "If you come see our show, there's always going to be a moment that we stretch out. It's more in line with a Neil Young Crazy Horse jam. The jam band scene embraced us, and that provided us with most of our early fan base."
It wasn't long, however, before Potter started to appeal to country fans, too.
"Country was a happy accident," she says. "I never intended to move in that direction. When I first went to Nashville, I was surprised how many people were hip to us down there. Our  record called, This is Somewhere, just hit big with country singers. I've been approached by people like Little Big Town, Lady Antebellum, Keith Urban, and Taylor Swift, all these folks who were listening to our records."
It wasn't until she did a duet with Chesney on last year's "You and Tequila," however, that her country fan base started to really swell. This past summer, in fact, she opened for Chesney and singer Tim McGraw on their stadium tour.
"That was crazy," she says. "That was a really good time. It was the first time we've ever been in a stadium setting, so really it was trial by fire. I never would have thought we'd be playing a stadium, let alone a stadium in front of a country audience. The way it went down was really organic and really good. Kenny understands our band and knew that enough people would get the gist of what we do. so it would be worth it."
Shortly after that tour was complete, Potter and the Nocturnals played Farm AID and have now commenced a headlining club tour, capping off what has been an amazing year. Potter now even has her own signature Flying V guitar — not that she likes to think of her music as gender-specific.
"I have favorite guitarists, but they happen to be men," she says. "I just listen and what I usually hear happens to be a man. Roy Buchanan, for example, is one of the most underrated and underappreciated guitar players of all time. I can't name you a female guitar player. I know girls who play guitar and sing along. I don't know one who that's what she does and she's apeshit amazing at it. There's some girl who's really hot and played with Michael Jackson for a minute. People confuse me and her, which is weird. All the time, people are like, 'I have you in my chick rocker section in my record collection.' I'm like, 'What is that? So we have our own section in your record collection? We wouldn't just go into classic rock or pop?' I think it's dangerous to compartmentalize like that, and I don't support that way of thinking."
So after such an incredible year, what does Potter have planned for 2013? "I've been thinking about it a bit," she says. "I'm going to start writing. I have been starting to dream up where I want to go next. In terms of thinking about where we're going to travel to, we're going to Europe, which is exciting, and Australia, which is bad-ass. Then, we'll take a few months off and then fucking wail it home next summer. That's what we do."