HAYWARD WILLIAMS

Hayward Williams thought he was about to die in an airport. Returning home from an Australian tour, the veteran Americana singer-songwriter was tired and gaunt. As he fought his way through the terminal in San Francisco, it seemed like he might miss his connection home to the Midwest, and then something started to feel very wrong.

"My heart was racing, and I was feeling nauseous and dizzy, like I was going to pass out," Williams recalls. Later, as he sat in the emergency room with an IV in his arm, the doctors delivered their diagnosis: "exhaustion."

What really happened to Williams will come as no surprise to anyone who's ever had one: an honest to god, clinical panic attack. What brought it on may have been nothing unusual. "I was getting married in 20 days, that's a big life change. I was just realizing that I was going to have to grow up, maybe," Williams says.

Yet something psychobiological changed within Williams at that airport, permanently. Panic metastasized into fear of panic — the self-perpetuating terror that he might, at any moment, collapse in a heap of terror, for no good reason.

It crippled his stage performance. "I would have to go into isolation before a show, spend most of my time trying to hold back catastrophic thoughts," Williams says. To avoid vomiting in the middle of his concerts, he started playing all his songs tuned down and at half speed, so as to not tense his diaphragm.

This was not sustainable. "If this is how I am now, how can I continue to do my job, the only thing that I'm qualified to do?" Williams remembers wondering. So he got help, entering therapy and getting himself on anti-anxiety and depression medications that eased the panic, but altered his creative personality.

The slow, doubt-stricken, but steady process of learning how to think, feel, write and perform again is the backdrop of The Reef, Williams' first new album since that day in the airport. "I could count back from zero / I could take off from the start / Is it just like falling in love? / Will I know my part?" he sings in the haunting title track.

Other songs explore Williams' long history with anxiety. "'High Street' is all about how I hate being at parties and around a lot of people," he says of the album's ironically raucous opener. "You know me, I'm at your feet / Put that foot toward the door," Williams sings. "It's all about how I try to convince Kathleen [Williams' wife] that we should leave early."

The next track takes Williams into even more vulnerable territory. "'If I Go Under' is a call, more or less, to Kathleen, saying, 'This is me, this is how I'm feeling.' I felt like I was going to drag her down with me," he says. The plaintive hook asks: "If I go under, will you go under with me?"

Fans of Williams' always soulful voice won't be surprised to hear him finally go into straight-up soul territory in the new songs and arrangements, complete with soaring horn sections and call-and-response back-up vocals from the sibling duo of Matt and Kate Lorenz (Rusty Belle).

Set to tape during a series of whirlwind recording sessions in western Massachusetts produced by Jeffrey Foucault. The R&B tinges of Van Morrison mix with the loose energy and charm of The Faces in Hayward Williams' latest Americana experience.

Foucault, better known as a singer-songwriter himself, makes his producer's debut on The Reef. Accompanied by Billy Conway (Morphine) on drums and Jeremy Moses Curtis (Booker T) on bass, Williams, Foucault and the Lorenz siblings recorded the album live-to-tape in just two days. "We didn't want a lead guitar," Williams says. "We thought we could add it later if we really needed it. But soon we realized that Matt and Kate were the lead instrument, and that was an exciting epiphany."

Tracking together in a room, singing and playing at the same time, and only doing a few takes per song imbues The Reef with an absolutely electric feel, vanishingly rare in contemporary recordings. You can hear the naked vulnerability in every weathered crack of Williams' voice, as the band's deep, soulful grooves rock each track to sleep like a crying baby. Bob your head, tap your toes, and get cast out on The Reef.