Fallon possesses an unconditional, breathless love for music that began in his early adolescence. After growing up on a steady playlist of his parents' doo-wop records, he discovered at a young age how playing the Rolling Stones' "Honky Tonk Women" on vinyl could make his speaker's dust cap explode off, as the cone beneath vibrated powerfully. Each musical guest booking, the presence of his house band the Roots -- world-renowned artists in their own right -- and the pin-droppingly pristine acoustics of his new "Tonight Show" studio at 30 Rock in Manhattan all speak to his attempt to recapture that platelet-rattling, fist-in-the-sky feeling.
That dynamism has run through Fallon's stint at the "Late Night" franchise, from 2009 through Feb. 7, when the host, 39, officially was given the keys to "The Tonight Show," perhaps the most storied franchise in TV history. At "Late Night," he and his creative brain trust -- bandleader Ahmir "Questlove" Thompson and music booker Jonathan Cohen -- have evolved performances from artists as diverse as Mariah Carey, Elvis Costello and Chvrches into bona-fide events.
With the Winter Olympics as his splashy lead-in, Fallon now faces the herculean task of both hanging on to his fans (which averaged 1.8 million last year, according to Nielsen) and translating that energy to Jay Leno's more mature audience (3.7 million) when he takes over "The Tonight Show" on Feb. 17. Fallon built his audience doing things his own way -- which has meant taking risks on oddball skits that go viral, and emphasizing a range of music that runs from icons like Bruce Springsteen to fledging acts like U.K. dance sensation Disclosure. With U2 booked as his first "Tonight Show" musical guest, one question is, can he keep the informal, independent ethos that has given him so much credibility as he moves to a bigger platform?
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Most of the challenge comes from the fact that the two shows are simply wired differently. Where Leno's "Tonight Show" takes place in Los Angeles, Fallon's will be shot in New York. (His first episode will mine "how much we love the city," he says, recalling that "when [NBC] told me I got the job, I asked, 'Can we do it from New York?' There was just silence on the phone.") Leno's program moves at a sauntering pace, while there is a youthful hustle to Fallon's show. And as "Late Night" has become a compelling argument for the mystic power of social media, "The Tonight Show" continues to willfully operate on lo-fi, ad-driven revenue (albeit lucrative, with $125 million in 2013).
"No one tells me [to do] anything -- they see what we've done with our show," Fallon says of NBC executives. "At one point, they said I couldn't host the Emmys: 'No one will watch if you host it. You have too young of an audience.' We hosted the Emmys and did what we normally do on our show. Its ratings were up from the year before. With 'The Tonight Show,' they're kind of just letting me do it."
During its five seasons on the air, "Late Night With Jimmy Fallon" has become a game-changer for the music industry. Gleefully bilking talk-show conventions, it boasts a deep reservoir of off-kilter ways to package musicians as personalities. The show's pop-culture footprint has grown so compelling that even elusive Hall of Famers like Prince, who's famously fastidious about TV appearances, has fallen under Fallon's spell.
At its most cool, "Late Night With Jimmy Fallon" has paved the way for such acts as Lorde, Kendrick Lamar, Odd Future and dance sensation Disclosure to debut their live show before a national audience -- many with the Roots as their backing band. "Once we figured out how many ways we could use the Roots as part of the performances, that kicked things up a bit," says Cohen, a former senior editor at Billboard. "Their presence allows us to do things completely unique to the show."
At its most powerful, the show has played host to Timberlake for five consecutive nights. "It's good to know Lorne and to have past relationships through 'SNL,'" Fallon says. "Being around New York City all these years and going to all these shows... I just called [some artists] personally: 'I have this idea, this is the bit, you don't have to do it.'" In fact, U2 was booked as Fallon's debut "Tonight Show" act after he placed a call to Bono, whom he met in his "SNL" days. At its most mind-blowing, the show has captured Fallon disarming legacy artists. Like the time Bruce Springsteen donned wigs with Fallon to parody himself circa 1986. Questlove says, "I don't know if [Jimmy] Kimmel or [David] Letterman or [Craig] Ferguson would come in at five in the morning to apply prosthetic makeup so they can look like Bruce Springsteen. That takes commitment."
To be fair, Conan O'Brien was also a music nerd forging personal friendships with artists (and doing bits with Paul McCartney) years ago -- which led to the White Stripes' weeklong stint on his NBC show and the Strokes playing a monthlong residency there, too. But Fallon's Timberlake coup entailed a series of exclusive appearances leading up to the release of "The 20/20 Experience," the multiplatinum pop star's first album in seven years.
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"I feel like that's the best example to date of how we can be a very strategic partner to an artist launching a project," Cohen says. Timberlake is just the start: Expect a future announcement from Island Def Jam (IDJ) about a big event in fall 2014, inspired by the Timberlake stunt.
Bob Roux, co-president of North American concerts at Live Nation -- who has overseen tours by Springsteen, Arcade Fire and Kings of Leon -- sees Fallon's show as a key way to get visibility. "They do a great job of setting up tour cycles and album releases for established artists," he says. "And Fallon also has close connectivity with those artists."
No one will testify to this more than Christian Clancy, the former Interscope marketing executive who manages hip-hop collective Odd Future, led by controversial frontman Tyler, the Creator. "Fallon humanizes [artists]. That show gave its audience a peek at a kid that connects beyond the shock and all the things people think he is," he says. "Jumping on Fallon's back [after his performance], Tyler looked like a 7-year-old having the time of his life." (Which was totally cool, Fallon says, "but I don't want everyone jumping on my back.")
Tyler, the Creator was booked on the show at Fallon's behest, even though Cohen wasn't sure the timing was right and Questlove had serious reservations. While speaking on the phone to Tyler about the Roots' accompaniment, the bandleader says, "He was out of his mind: 'Yeah, I want a gnome onstage. And then I want to destroy the gnome.' I just knew, 'Oh, God. I'm going to get blamed for this.'" Still, Tyler was so reassured by that conversation that he agreed to soften the lyrics to "Sandwitches" with cheeky affirmations about staying in school and going to church. By comparison, "when we did 'Letterman' -- my God -- they were scared to death of Tyler," Clancy adds. "We had to have 19 meetings about 'What's he going to do?' Then after [he performed], he got screamed at and he stormed out. [laughs] That's what makes Fallon, Fallon."
With that trust in place, Clancy reached out to Cohen a year later to facilitate Odd Future associate Frank Ocean's solo TV debut. The performance ended with a surprise announcement that Ocean's highly anticipated Def Jam debut, "Channel Orange," would be available that night on iTunes -- a full-week digital exclusive, before the CD release. "That pissed off everyone at retail," Clancy says. "But it was amazing for us." "Channel Orange" debuted at No. 2 on the Billboard 200, with sales of 131,000 units, according to Nielsen SoundScan.
NEXT PAGE: The Lure of Playing With The Roots and Whether the 'Tonight' Move Means Less Indie Artists
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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.
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."