Toy Factory Project: The Marshall Tucker Band Songbook Breathes Again
Toy Factory Project centres on Paul T. Riddle, the Marshall Tucker Band’s original drummer and co-founder, joined by Marcus King, Oteil Burbridge, Charlie Starr and Josh Shilling to revisit the songs of Toy Caldwell.
What began as a tribute has settled into a working band. “The first song we recorded in the studio was ‘Take the Highway,’” Riddle says. “When we cut that first song, we realized immediately that we were a band.”
Shilling recalls the first session as the point at which the group found its footing, the five musicians recognising a shared direction almost at once. For Riddle, the music itself remains alive rather than fixed in the past. “This music has never stopped breathing,” he says. “We are just breathing new life into it.”
Often labelled Southern rock, The Marshall Tucker Band’s sound drew on country, blues, gospel, jazz and extended improvisation. Riddle is clear about the lineage: “We are a band that improvises within a structure… that’s what we call ‘America’s music’: jazz.”
Toy Factory Project keeps close to Caldwell’s writing while allowing for interpretation.

“We are just breathing new life into it.”
This project starts with something deeply personal for Paul T. Riddle, but on stage it feels like something collective. When did it stop being a tribute and start feeling like a living band to all of you?
Paul T. Riddle: The first song we recorded in the studio was ‘Take the Highway.’ When we cut that first song, we realized immediately that we were a band.
Josh Shilling: Paul has been dreaming of playing these songs again for so many years. We had all met and worked with each other during recording sessions and shows here and there at various times. For me, the magical chemistry happened during the very first song we recorded together in the studio. The five of us met early in the day, and once we were all set up, we started playing in headphones. The sound and feel was the sort of thing that musicians dream of. We all looked at each other immediately like a bunch of excited kids. It was obvious just how special our collective sound and band alchemy was. We all felt the music similarly, and the love and trust for each other was natural and genuine. The Marshall Tucker Band songs are part of our musical DNA, and while we are playing their songs, we’re also making them our own. We all love honoring Toy Caldwell and Paul’s catalog in this way, and being a part of this incredible brotherhood of musicians has been over the top. The Marshall Tucker Band material is an amazing vehicle for pulling this once-in-a-lifetime ensemble together, and I don’t think there are any limits to what we could play or record together.
Everyone here has their own history, their own sound, their own audience. Was there a moment early on where you realized, “okay, this isn’t about bringing our worlds into this, it’s about meeting somewhere new”?
Paul T. Riddle: After finding out how much deep appreciation, love, and respect they have for Toy’s songs, my imagination has been my palette with these players. They are completely egoless. That was my dream: to bring their incredible talent and input into these songs to make the best new versions that we could possibly make as a band.
Josh Shilling: The guys in this band are all heroes of mine. There was never a time that the Marshall Tucker Band, The Allman Brothers, and groups like the Grateful Dead’s music weren’t a part of my life, thanks to my parents. I look at everyone in this band as a true band leader and artist. Everyone here also has the deepest love and respect for The Marshall Tucker Band catalog, and for each other. This dynamic has created such a beautiful environment for us. There are no egos or uncomfortable moments that I’ve noticed. Each person here is allowed to fully bring themselves and their artistry to the stage and studio every time. I feel like this lineup is perfectly pieced together. I truly don’t think there are any other musicians on the planet any better suited musically, vocally, or personally for these positions than the guys here. It’s a dream team and the hang is the best. It’s totally natural on and off stage. It has always felt like we were in this together, on the same page, and solely for the love of the music and one another.
These songs by Toy Caldwell are so embedded in people’s lives. When you step into them, do you feel more responsibility to protect what’s already there, or to risk changing it so it breathes again?
Paul T. Riddle: That’s the whole point. As Charlie stated so beautifully, “We know what’s sacred.” This music has never stopped breathing. We are just breathing new life into it. I believe that, in the way we play this music, it’s very clear how much we honor it.
Josh Shilling: I feel both. Like I mentioned already, Toy’s music is in our DNA. In my case, I learned to play piano listening to Toy’s and Paul’s records, and I definitely tried to learn every lick. That music was part of the early curriculum that led to the musician I am now. I know this is true for most of us in Toy Factory Project. So in many ways, that style of playing and singing is who we are. Our sound is naturally partly a Marshall Tucker Band sound. So playing these songs is like going back to school where we first learned, playing the music we dreamed of as kids. It feels even more like that having Paul on stage. His drumming is so signature, and after years of playing along with his and Toy’s records, it’s surreal and also extremely easy and familiar playing with him on stage and in the studio. There is a huge responsibility when honoring Toy and their music. However, at the same time, these songs and the original recordings are our collective gold standard. So it seems to come very easy and natural to us all. And having the freedom to play them with our feel and influence is what Paul wants. I think Toy would’ve loved that as well.
That Telluride debut had this sense of lift, like the band discovered itself in real time. Was there a specific moment in that set where you felt the chemistry lock in?
Paul T. Riddle: I truly did, the first four bars. That was the first time we had played together in concert. I felt it in the first four bars, and it never let up.
Josh Shilling: Absolutely the case. The band had discovered itself from the first note of the recording process initially. However, our debut in the headline spot at such an iconic festival, with thousands of people present, was the true test. Fans and music industry folks were present, and the buzz was in the air. The band was calm and all smiles side stage before our set. I think we all knew just how special what we were about to do was, and the audience definitely did too. We hit the stage that night and the crowd was absolutely electric. We played exactly 90 minutes of hit songs, and the people sang along at the top of their lungs. We had our friends Béla Fleck and Sam Bush sit in, and the band played like it was our last show ever. That night definitely felt like it solidified Toy Factory Project as an incredible group of musicians to see live. To see our shows selling out now is just unbelievable. We’ve seen people come from every state in the U.S. and all over the world to see our first few performances. We keep hearing people say that this collaboration is something music lovers must see. It’s so wild seeing 20-year-olds in the crowd singing along and just as excited as the 70 or 80-year-olds. Please watch our tour schedule online and come see us live!
A lot of ‘supergroups’ sound like separate players sharing space. You don’t. What had to happen, musically or personally, for it to feel like one conversation instead of five voices?
Paul T. Riddle: Again, it goes back to the love of the music and the love and respect we have for each other as musicians and people. When you have that level of musicianship coming together with no egos, what you are hearing is love.
Josh Shilling: Amazing question. I feel this so much. It’s not a group of people going through the motions and playing the part. This band has a gel factor like no other, no matter what songs we’re playing. There’s a ton of soul in everyone’s playing, which leads to deep grooves with gospel and blues elements. I could talk for a week about how special the vocal blend and overall sound is. The vocal sound is absolutely a gift. One you can’t force or plan, it’s a gift from above. Hearing Marcus, Charlie, and myself singing harmony parts together for the first time felt like what I’d been waiting for my entire life. Our vocals together become something entirely new and original when you hear the blend. We’re all from the South and we turn vowels the same way. We all also have a bluesy swagger that melds together perfectly. Usually, Charlie will sing the center vocal part, Marcus can easily sing higher, and I fill in the gaps below with a thicker tone, or I may jump up above everyone in some cases. The final vocal sound is just amazing to me and something I never expected. Add Oteil’s buttery vocal tone to that and it’s just completely over the top! All of this brings this group of guys to a point of having a strong and original group identity. Not individual members of a supergroup lineup playing their part, we’re playing for and supporting each other. We have a band sound and we nurture that.
You recorded together, live, in the same room at Peter Frampton’s Nashville studio. In a time when most records are built piece by piece, what did being physically present with each other unlock that you couldn’t have gotten any other way?
Paul T. Riddle: It was complete magic. We have talked about it often. Chuck Ainlay, my co-producer, had me count off ‘Take the Highway’ before we had even finished running the song down the first time. The majority of the tunes were first takes. Chuck wouldn’t let us play anything more than two or three times. As I said, it was absolute magic.
Josh Shilling: It unlocked the strongest natural groove I’ve ever witnessed in just a moment. Our engineer Chuck Ainlay was so blown away by what he was hearing as we were getting set up that he started pushing Paul to, “Count it off. Let’s go! Just start the song,” because of how special it felt in the control room. Having everyone in the same room together recording creates the potential for true magic to happen. It is the way music was meant to be heard, something AI can’t replicate. Humans reacting in real time to each other and creating a fluid, perfectly imperfect, and emotional performance. This band has that magic dripping off it. No tricks, click tracks, or tuning, just real music. With any band, the music is usually the fun and potentially easy part, but the hang may not be so simple. I can honestly say the wildest detail that those early sessions unlocked was just how well we all fit together. Jokes, stories, lunches, reviewing charts and ideas, listening back to takes, and laughing until we cried started on the first day and were present the entire time. We really hit it off in the studio, and that has continued.
There’s joy in how you play, but also weight behind it. How do you balance honoring the legacy without letting it become something heavy or untouchable?
Paul T. Riddle: The key word you used here is “joy.” Oteil always says, “What we have is complete joy.” Complete love and respect for each other and this music. It never feels heavy or untouchable. It’s the polar opposite. It’s exciting and attainable, especially with the talent and passion of these players.
Josh Shilling: I’ve touched on this already, but with this group of players, it seems easy. These songs and original recordings are the bar we’re all trying to hit, but they’re also a large part of who we are as musicians. We discuss the signature parts from the original recordings and decide who covers those live. I play many of the iconic flute lines on Hammond organ. These are the parts and, in some cases, solos that we feel the songs have to have. So we decide who covers which parts and then we search within, back to our formative years in music, for nearly everything else. We all love this music and know it like it’s our own. The respect is there, but this group plays it with such a fresh feel and fire. The performances are different from night to night, but all are similarly special. We let our emotions take over and the music evolve on stage, much like The Marshall Tucker Band did with Toy.
Each of you comes from a slightly different branch of the same musical family tree: Southern rock, jam, bluegrass, soul. Where do those differences actually show up in the room when you’re working through a song?
Paul T. Riddle: I think it shows up in almost every note. That’s what this music really is: a blend of all of the above. That’s the beauty of those different branches coming together. But I think much of the deep roots of this music are grounded in deep Southern church, soul, gospel, country, funk, and jazz. People ask if we are a jam band. My answer is always, “We are a band that improvises within a structure.” That’s what we call ‘America’s music’: jazz.
Josh Shilling: It shows up everywhere. It’s impossible to play with Oteil Burbridge and not want to dance. I feel like his energy makes everyone smile and laugh, and his musicianship is second to none. His musical knowledge runs so deep, but the guts of his groove are undeniably deep and powerful. He makes every song, no matter the genre, feel amazing. I think of Oteil as the groove and good vibes master. Paul gels with Oteil amazingly well. Playing with him feels so wild and familiar. It immediately takes me back to my childhood playing with his records. Paul is also a hero to us all, so the global respect and trust for him is extremely high. Paul helped create this material and can solve any problem or answer any questions in the blink of an eye. Charlie is a true gentleman with the ability to play or sing anything with nearly perfect takes every time. He is consistently so strong at everything he does. He has incredible instincts, and he sets the bar for quality and taste. Charlie adapts and adds the absolute perfect parts in any scenario. Marcus King is a special kind of talent that only comes around once in a long while. His voice is something you don’t want to harness. His instincts are spot on, but his ability to rip your heart out on guitar or when singing is uncanny. Marcus is a guy that you just sit back and watch. He really feels every word and note. Marcus is an untouchable and totally original type of talent in my eyes. I try to fill in the blanks on keyboards and vocals. We all do come from various backgrounds, but still similar ones, with many of the same influences. I spent years working in bluegrass, which has seemed to really help me iron out harmony parts when arranging songs in Toy Factory Project. I grew up on Paul Hornsby, Chuck Leavell, Reese Wynans, Gregg Allman, and more, and I think their styles work perfectly with what everyone wants to hear in Toy Factory Project on keyboards. I personally feel like this seat has been tailor-made for me, another gift!
When you stretch these songs live, especially something like ‘Take the Highway,’ how do you decide who leads and who follows, or is it more instinct than structure?
Paul T. Riddle: That’s what we are developing as we speak. We have played three shows, and I’m letting the music tell me. I’m starting to form opinions already. Speaking of ‘Take the Highway,’ that’s a great example of what I was describing about jazz. The solos are improvised within the structure of the song form. Whoever is soloing, the band is coming behind the soloist.
Josh Shilling: We usually try to have a few details, like who solos first and maybe in what order we solo, ironed out. Other than that, we let the solos determine what happens next. The music itself takes us on a journey that we do not try to control or predetermine. There are some parameters, but the music leads.
You’re all used to leading your own projects. In this band, what have you had to let go of, even just a little, to make space for the others?
Paul T. Riddle: Nothing. What we all love and respect is what each voice brings to every song. It’s not an issue in this band. We all want and welcome everyone’s input. We feed off each other’s energy and creativity.
Josh Shilling: I can only speak for myself here. I’ve only let go of some of the stressful things like singing lead all night or covering most of the solos myself. For me, this environment and brotherhood is easier and much more relaxed. There’s a true team vibe present here.
If someone in the audience has never heard The Marshall Tucker Band before, what do you hope they walk away understanding about that music, not historically, but emotionally?
Paul T. Riddle: I think this music touches people emotionally because what they are getting is totally honest. It touches each of us emotionally. I know I have cried and rejoiced every show. It’s been, without question, the most emotional experience I have ever had playing music. At the end of the day, audiences are touched that we are so openly vulnerable with our own emotions as we play this music. In turn, I think we are creating a safe place for them to be vulnerable with us. I believe, at this hour, people welcome this in their lives. It’s a beautiful sense of community.
Josh Shilling: I hope they feel the way I felt the first time I heard these songs. The songwriting, the unforgettable melodies, and especially the heart that the MTB poured into these songs, I hope they feel that. I hope they receive that from the original recordings, and I hope that we are delivering something similar with Toy Factory Project: timeless songs and unforgettable performances. I hope they feel and understand how much this project means to us. I hope they’re as excited to see us play these songs live as we are to get to play together. I hope everyone is as ready for our record to come out as we are for them to hear it for the first time!

When this project eventually finds its own identity beyond the songs it started with, what do you hope still remains at its core, no matter how far it evolves?
Paul T. Riddle: Joy and a deeper love for the music and for each other.
Josh Shilling: The strong amount of respect, true joy, and the childlike love for playing together. The egoless and loving environment, and the emotional fire everyone here performs with. I love how encouraging and supportive this band is, and also how we push each other on stage. It’s truly so special. I hope we can hold on to all of this and more wherever our story leads us as a band.
Klemen Breznikar
Headline photo: Toy Factory Project (Photo: Ben Staley)
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