Dates: Between October 2001 - May 2002
Players: Flea, John Frusciante, Chad Smith, Anthony Kiedis.
Recorded at: Cello Studios, 6000 Sunset Boulevard, Los Angeles, CA, the Chateau Marmont Hotel, room 78, 8221 Sunset Blvd, West Hollywood, CA and an unknown New York City studio.
Produced by: Rick Rubin
Engineered by: Ryan Hewitt, Ethan Mates, Jim Scott, Jason Wormer
Mixed by: Jim Scott
Released on: July 9, 2002
Purchase on Amazon


  • By The Way

  • Universally Speaking

  • This Is The Place

  • Dosed

  • Don't Forget Me

  • The Zephyr Song

  • Can't Stop

  • I Could Die For You

  • Midnight

  • Throw Away Your Television

  • Cabron

  • Tear

  • On Mercury

  • Minor Thing

  • Warm Tape

  • Venice Queen
    released on the album By the Way

  • Time
    released on the Japanese version of the album and the By the Way single

  • Teenager In Love
    released on the By the Way single.

  • Body Of Water

  • Someone

  • Out Of Range

  • Rivers of Avalon
    released on the The Zephyr Song single

  • Fortune Faded
    recorded but unreleased, re-recorded in 2003 for the Greatest Hits campaign with a different chorus

  • Eskimo
    released in 2003 on the Fortune Faded single as part of the Greatest Hits campaign

  • Havana Affair
    released on the We're A Happy Family: A Tribute to The Ramones compilation in 2003

  • Fall Water

  • Goldmine

  • Rock and Roll
    only exists in rough mix format, and may have remained unfinished. Circulated with collectors for a few years and leaked to the internet in 2014

  • Strumming in D on J
    yet to surface. Only referred to in some pre-release interviews and may only be a rough demo. It appears to be a free-form jam (in D, played on a Jaguar) much like Song That Made Us What We Are Today

  • Upseen
    Another long jam; ten minutes long. Referred to in this interview, but may be Strumming in D on J with a different name.

It’s unknown how many songs were recorded during the sessions. This interview with Chad makes specific mention of 29 tracks getting as far as the mixing stage; which is a few less than listed above.


  • Can't Stop - Can't Stop single
    Single mix is different; has higher harmonies and clearer bass line, and is a little less compressed

  • This is the Place - By the Way Rough Mixes
    Every track is different in some way as they are rough mixes, however this is most notable on the bridge to This is the Place, which is far heavier and doesn't feature any acoustic guitar.

  • Universally Speaking - Universally Speaking single
    Also remixed for its single release, though not as drastically as with Can't Stop.

  • Universally Speaking - The Studio Album Collection 1991-2011
    The version used on this web compilation is inexplicably a different mix, with missing guitar lines in the chorus, more prominent orchestration, and added reverb on Anthony's vocals.

More here.


A Minor One = Minor Thing
Choppy Funk = Can't Stop
Coltrane = The Zephyr Song
Don't Forget = Don't Forget Me
Drone =
This is the Place
Epic / Gloria's Epic =
Venice Queen
Lemon Trees On Mercury =
On Mercury
New Wave = 
Rivers of Avalon
Soul Train =
By The Way
Television =
Throw Away Your Television
The Loop Song =
The Most Beautiful Chords Ever =
I Could Die For You
Trash Your Television =
Throw Away Your Television
Wolverine =
This is the Place

“Soul Train” refers to the fact that the band wrote the song shortly after visiting the 2001 Soul Train awards.


By the Way rough mixes
These recordings contain the majority of what was recorded during the By The Way sessions in their rough mix stage, with Anthony's guide vocals. All instrumentals are as they appear on the final record with some subtle differences, most notable on the bridge to This Is The Place, Flea's original bass on Can't Stop before it was destroyed and muted in mixing. They are dated to November 2001. It is understood that they are what the band took home for the holidays to listen to, before regrouping in 2002 and finishing the record - the title on the disc seems to suggest that they were recorded just after some overdubs were done. Anthony's vocals were recorded last, at the Chateau Marmont - which explains his rough, quiet, guide vocals; they were done quickly as the band recorded basic tracks and were never intended to be final. Fall Water, Rock & Roll and Goldmine are exclusive to this disc and have not been played live or acknowledged by the band as of yet.



Here are three interesting documents from the recording sessions. The first is Anthony’s hand-written lyrics to “Minor Thing”, followed by some draft lyrics for (perhaps) “This Is The Place”, and finally some notes that John wrote to himself during the vocal overdub sessions (note the early working titles).