Between bookings from U2 to Bruce Springsteen, Jimmy Fallon, bandleader Questlove and music booker Jonathan Cohen reveal how they turned late night into one of music's hottest stops

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On the day Billboard visited "Late Night," Bon Iver's Justin Vernon happened to swing by the set. Just for fun. "Basically, we've become friends. We just get along really well," Vernon says of Cohen and Questlove. "I always enjoy going over there -- which is hard to imagine, because playing TV is one of the least fun things you can do as a musician."

Although the idea of playing with the Roots lures countless acts to the show, Questlove has learned that "nine times out of 10 they're nervous. Like when M.I.A. came on ... I know the psychology now. They'll stay in the dressing room a little too long, sit in the audience while we run the song nine times over. Sometimes they'll do 11th-hour changes. It's like a game of Operation -- you have to put them at ease." Often, the deep-breathing yoga techniques he's learned factor into this coaxing process.

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By contrast, on the Jan. 31 show, Vernon volunteered to sit in with the Roots and perform his Auto-Tuned song "Woods." He even took one for the team by busting out an intro for guest David Beckham. All told, it took the musicians a couple of hours to hammer out their selections-a luxury of time for the Roots, who've been known to learn a tune in 30 seconds or less. (Once, Paul McCartney asked them -- during a commercial break -- to back him up on "Lady Madonna." Questlove makes a freaked-out face. "Then we heard, 'Five, four, three, two ...' Thank God we nailed it.")

"They always make you feel special and encourage you to be yourself," Vernon adds. "That's pretty hard when you know the machines that are sometimes behind the music scene these days."

Like any cultural movement, it's taken a village to affect change. Here, that's led by Fallon (the buoyant personality), Questlove (the unflappable musician's musician) and Cohen (the brainy straight-man).

The lattermost had been at Billboard for almost 10 years when his friend Nick Stern of Vector Management (Phosphorescent, Circa Survive) introduced him to "Late Night" senior talent executive Jamie Granet. "I got hired two weeks before we went on the air," Cohen remembers. He was given only one directive: "Our voice is the voice of an iPod," Fallon says, "which is: Anything goes."

Cohen was a calculated risk. "We met with a lot of people," says Fallon, who furtively quizzed applicants about music. "The thing with Jonathan that clicked is that I couldn't stump the guy." At the NBC studios, the then-fledgling Cohen found a de facto mentor in Jim Pitt, Conan O'Brien's longtime music booker, off of whom he would bounce ideas.

Negotiating the overlap between credibility and accessibility became his challenge. "We certainly kept an eye on artists gaining exposure through YouTube," he says. "When 'Friday' came out a few years ago, initially I, like every other television booker, was trying to get Rebecca Black on the show. But Jimmy had a brilliant idea: our own lavish, over-the-top version that he and Stephen Colbert did together.

"I get emails from Jimmy in the middle of the night all the time," Cohen says. The host may send him a list of bands he likes, a song he heard on KEXP Seattle or, in the case of Neon Indian, an act he discovered using Shazam in his car. "And I'm definitely texting Quest at all hours if something pops into my head, asking him if he might help to facilitate it or what he thinks about it." Questlove, meanwhile, "TiVos all the other talk shows to see who they had on," he adds. "And sometimes I'll be super-salty: 'Yo, man, we had the chance to get them, and we passed on it!'"

Fallon and Cohen meet "fairly regularly," at which time Cohen plays him 20-25 songs on YouTube for feedback. "The show is selective," says Bruce Flohr, who manages Dave Matthews Band at Red Light Management (RLM). "A lot of artists don't get asked to perform. It can be frustrating getting told 'No,' but they're consistent about the kind of things they want to be associated with. That's a compliment to the show."

Like Cohen, the Roots were also a gamble. In "Mo' Meta Blues," the autobiography Questlove published last year, he mentions that executive producer Michaels didn't want a band with such a strong identity stealing Fallon's spotlight. Fallon, however, thought differently. "We got to go bigger than Max Weinberg, because that was the hottest thing out there," he says of O'Brien's "Late Night" band. After weeks of talking to the Roots, Fallon finally sealed the deal, ironically in Michaels' swanky "SNL" office. In time, the group's presence has become the show's ace in the hole. And as the band's influence has grown, so have Questlove's ambitions.

"Pull up D Train's 'You're the One for Me,' like, that particular texture," he blurts out mid-interview to a musician in the next room over. One of the most multitastic guys in the business, he's creating a new "Tonight Show" theme during his chat with Billboard and thinking out loud about how he's going to find the time to write a new opening song for "Soul Train," also on the day's agenda. High-pitched "Close Encounters" bleeps that turn into a life-affirming dance-soul groove waft into the room. He turns his head and looks into space to concentrate on them.

He's thought a lot about the band's transition to "The Tonight Show" and decided to add two horn players from soul band Sharon Jones & the Dap-Kings, to give the Roots a more classic sound. Questlove would like to take full advantage of the reported $5 million set renovation, which boasts natural-wood walls "built so that music actually pops in your face," he enthuses. The avowed gadget geek has also been "auditioning over 30 microphones" and other gear to achieve a crisp sound reminiscent of talk shows from the '50s and '60s.

"I, too, wonder what will happen to the super-indie [artists]," he says matter of factly. Fallon maintains things will be more or less the same: "Expect Odd Future to come back to our show," he says of the transition. "We'll still be as electric as we were when we finished 'Late Night.' We just have the opportunity to get more people." But Questlove has a "Tonight Show" contingency plan in place for artists who might not land in the show's spotlight. "If they're not able to secure a spot, there's always a sit-in," he says. "This isn't a stepchild position -- you're featured and talked about in the first six minutes of the show." He has also instigated some discussions about "plugging in" the band's rehearsal space for web-video exclusives. "If I only had a camera running when 'Weird Al' [Yankovic] was here," he says. "That would've been magical." Then he goes back to writing two new songs.

The degree to which Fallon's social media pull affects music sales is still a topic of debate. Laura Swanson, executive VP of media and artist relations at IDJ (which counts the Roots among its acts), believes strongly in the late-night effect. "I don't think late-night television has ever been more influential -- it really has a new resurgence," she says. "I attribute a lot of that to Jimmy Fallon and his buzz factor. We've seen big bumps from late-night TV." To her point, IDJ artist Ocean's Fallon appearance catapulted "Channel Orange" to No. 1 on iTunes, where it moved roughly 67,700 units in 24 hours.

Not everyone agrees. RLM's Flohr notes that some labels have stopped funding artist performances on late-night shows. "They don't see the benefit," he says. But it's the far less quantifiable benefits that most interest Flohr. "We're constantly looking for needle movers in this business," he says. "In a marketing plan, 'Fallon' is always one of the shows many of our artists want to perform on. Right off the bat, you have the ability to change the kind of performance you'd normally do." He argues that the resulting momentum is reward enough. "Dave Matthews and Jimmy Fallon did something together that got huge social metrics. It wasn't a song that was for sale, but the chatter created was massive."

In Questlove, Fallon has also found a social media sage. A regular tweeter with nearly 3 million followers, the musician started connecting with fans more than a decade ago through Okayplayer, his hip-hop community site. He considers Tyler, the Creator's "Fallon" appearance as much a turning point for the show as it was for Odd Future. "That was the moment I realized we arrived," he says. "I watched it on TV, and suddenly we had four trending topics. That's the first time a musical act did that. And we felt that's something we have to live by."

"So far, it's totally different than the way it was before," Fallon says, referencing fleeting "Tonight Show" host O'Brien, unseated due to low ratings and Leno's return to late night. "Our show is a different generation of people than Conan's show. Jay is totally supportive -- he's onboard. No one's upset. Maybe that's something they learned from the Conan thing, or something they learned from transitioning. We're different people."

For one, as of last year, Fallon's following had a median age of 53, a few years behind Leno's 58. (By comparison, Conan's is 36, and those for "The Daily Show" and "The Colbert Report" are 42.) Which means his challenge may actually lie more in recalibrating viewers' "Tonight Show" expectations than scrambling to please an older audience. At the same time, his social media savvy keeps him in touch with a younger demographic.

"Barry Gibb was on the couch -- he and Jimmy have such a great rapport -- and then he played one of his classics with the Roots," Cohen says. "Something about that felt very 'Tonight Show' to me. It's the kind of thing that my mom would love and my hipster friend would love. That's certainly a goal of ours-finding that sweet spot."

Tellingly, the new "Tonight Show" teasers cast wide nets. One ad features Fallon imitating '70s-era John Travolta, strutting to the Bee Gees' "Staying Alive." Another, the nostalgic "A Tradition Continued," plays up the franchise's storied history, leading to Fallon's chapter with -- and this is key -- Leno introducing him. And the most recent one? It depicts the host and his band in flashback: as cutesy kids who've dreamed of this moment.

"It couldn't be smoother right now," Fallon says confidently. So he's not waking up in the middle of the night in a panic about taking over the highest-rated nighttime talk show? "Oh, I am. But that's just normal for me -- I'm going to see a doctor about that," he quips, before adding, "I have a 6-month-old baby, and I have a show. There's a lot to be worried about."

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