Producer, composer, singer-songwriter, and session player Jon Brion has left an indelible mark on the face of pop, rock, and hip-hop over nearly 40 years of work. His impressive résumé includes collaborations with Fiona Apple, Elliott Smith, Aimee Mann, Kanye West, Frank Ocean, Beyoncé, and many more. He has scored two dozen films since the ’90s, matching the bittersweet moods of gems like Magnolia, Eternal Sunshine of the Spotless Mind, I Heart Huckabees, and Lady Bird. Two years ago, Brion met the rapper Mac Miller, who had been in the process of writing and recording material for the albums that would become 2018’s Swimming and last week’s follow-up, Circles.

The plan with Brion was to finish and release the first album, tour it, and then circle back and finish the second. In making both, Miller sought out masters of different musical forms in order to learn new techniques. Working with producers like Pharrell, he picked up tips on how to work more efficiently in the studio. Around rappers like Schoolboy Q and Earl Sweatshirt, his lyricism improved. Collaborating with vocalists like Ty Dolla $ign, Syd Bennett, and Anderson .Paak got him more comfortable hitting notes and expressing emotions using his own instrument. And the jazz musician Thundercat made him excited to be more experimental.

Like Kanye West, who brought Brion in to beef up arrangements and instrumentation on 2005’s Late Registration after falling in love with the Eternal Sunshine score, Miller was looking for new ways to get his records to pop, for a second ear to ensure that his excursions beyond hip-hop on the second album were up to snuff. He was ready to lean into the soulful singer-songwriter vibes of songs like “Come Back to Earth” and “Soulmate” for the length of an entire album, but unsure about certain minutiae in the process of recording.

To hear Brion tell the story, Miller was better at all of these tasks than he seemed to think he was. What he really needed was a few studio tips, a stack of instruments he’d never fooled around with before, and a coach to get him more comfortable in his own playing. Over the weekend, I spoke to Brion on the phone to get the story of his time as a friend and musical companion to Miller. He fondly recalled the process of helping Circles take shape toward the end of the Swimming sessions, and the gutting and intimidating task of finishing the record according to Miller’s wishes over the year following his sudden passing.

When I met Mac Miller, he was somebody who was interested in meeting me. In truth, he had this sort of sheepish thing with me. I think he presumed, quite honestly, that I’d had some sort of musical prejudice against hip-hop or people who made beats or something? These were his exact words: “Oh, yeah. Hi. I really wanted to meet you, but I don’t know if you’d even consider what I do as music.” That seems absurd, but it was a worry in his head. Because of that, I remember feeling my insides change to this kind of thing, where I just wanted to encourage him immediately. I said, “Hey, man. Don’t worry about that. It’s all human expression.”

I told him something I had read a number of years ago that I found really moving: “Do you know what Webster’s dictionary describes ‘music’ as?” He’s like, “No.” I said, “They got it down to two words: “organized sound.” The more you think about it, the more beautiful it becomes. That’s all it is. So, that was our first paragraph of speaking to each other. I have this memory of him being really sweet, and he happened to mention that he really liked the music of Eternal Sunshine of the Spotless Mind. I was like, “Oh, that’s cool. That’s really nice.” And honestly, it didn’t go a lot further than that.

A few months later, I got a call out of nowhere from [Warner Bros. exec] Lenny Waronker, who’s one of the only respectable people in the music business. He just said, “Hey, I’m peripherally involved in helping this kid we just signed, and he’d really like to meet with you and play you some stuff. And I think he may have met you.” The next thing I know, Mac arrived where I work, we said our hellos, and he started playing things he was working on.

I was immediately taken with it. It was a combination of stuff that ended up on Swimming and stuff that would become Circles. In his first four or five visits to me, he played four or five different songs every time. I’d be totally impressed, and when something was basically there, I’d say, “Hey, that’s basically there. It doesn’t need anything.” If I thought something was good but maybe had a sonic problem, I’d say, “Hey, I really liked those parts, but I wish they were recorded so you could hear them better,” or “I wish the bass had more bass” — really the minutiae of daily work. Most of the time when I said that, he would light up and go, “I agree. I just didn’t know how to do it.”

He was so proficient at programming, at playing with samples, and he had taken the leap to wanting to hybridize his own work. But he didn’t yet have the specific knowledge about how to make it sound the way he wanted. Maybe within a couple of visits, he played something where I went, “Hey, I really like that. I just think the chord should change halfway through.” I’d sit down at an instrument and play until I saw his physiology change in a positive way, and we’d go with that.

Within an hour of his first visit, we were into that process.

There was something different about him. There was something different about the work every time he visited. I feel like he got more and more comfortable, and he’d play me more of the stuff he was, frankly, maybe nervous about because it wasn’t straight hip-hop, R&B, or pop stuff. I think maybe when he had played that stuff for other people, they weren’t sure what to do. I lit up like a Christmas tree — “This is hiding in you?” A lot of that stuff is essentially the Circles material. As of that point, it was already going to be two albums, but once we were working, he got inspired, and then it was going to be a three-album cycle. He’d picked the stuff he picked for Swimming, and then we had this other pile. He was going to go on tour and come back, and we were going to finish up the Circles batch together. Knowing him, by then he already would have recorded an album on tour.

When he died, everyone who knew him basically just … the wreckage is … it’s worthless to put into words. It’s worthless to say how awful it was for anyone else. I was flattened, and I feel like by having to talk about this stuff, I’m reopening the wound.

When the family came to me was one of the more memorable days of my life, because a little bit of time had passed, but it was very, very, very fresh for parents who had lost a kid. They asked me to see it through. I said I would. It’s quite honestly them as much as Mac that I kept in my mind while I was working. I waited for the studio I wanted to work in to become available to listen through the extra songs and to get all their files. That took a few months. It was probably February or March of last year. I worked painfully slowly. It may sound odd that this took longer on some individual jobs for each song than it normally would, because I was trying to figure out the way to change it as little as possible.

I was given a bunch of stuff to listen through, and in it was stuff I hadn’t heard yet, that he hadn’t played me in all of our time together. I thought I should check out everything in case there was something great that should be included. In the process, I picked four things he hadn’t bothered to play me in visits. The cover of Arthur Lee’s “Everybody’s Gotta Live” was one. “Blue World” was another. “I Can See” … I was incredibly impressed. The lyrics are so good, and I thought it was musically so good. The batch of stuff that became Circles were the things I liked the most and things I heard that had, frankly, little to do with me. I just heard them and was moved by them. “I Can See” is the perfect example. It made me so sad he was gone. It’s one of those moments, like, Oh my God, he’s even better than I thought. And I already thought the world of him.

In retrospect, I could see why he was covering “Everybody.” Music like that was becoming one of his interests, and like everything he did, he had a mercurial quality. If he got interested in something, he’d really fucking learn about it. It wasn’t surface knowledge. I’ve worked with people who like hearing about a lot of things, but almost so they can name-drop it to themselves: Look at how many different things I know. They’ve learned things, but they don’t actually absorb them. Mac was different. His curiosity was of the deeper nature. I heard “Everybody” and thought it should be included. I didn’t do a hell of a lot except make sure that, sonically, it was like the stuff we talked about.

There are a couple of songs on Circles where I really went to town after the fact. “Hands” is one of them, and it’s because Mac said to me, “I want it to be really big-sounding, but I’m not sure how to do it.” I told him I had an idea about an entire orchestral-percussion section, but it still being really simple: a bunch of instruments all playing very simple hip-hop keyboard-influenced eighth notes, very specifically, the way Dr. Dre uses the piano. He was into that. Had he lived, that would have been a moment where he would have hung out in the control room, and I would have been the one who had to see that through.

There were certain things I knew I had to do on “Hands.” He hadn’t figured out all the chords yet when he was playing the Rhodes (an electric piano) part and the guitar track. I found his Rhodes and inserted two missing chords, and I’d sit there and play for a while until I figured out how to get his touch. We worked for a while to match the tone. We tried different equipment until it more or less matched, and then we’d insert the thing I knew he was essentially looking for when he was tracking. If there was stuff I had to replace, we’d painstakingly work to make it invisible when it happened. All the stuff on “Hand Me Downs,” for example, sounds like it would probably be last-minute, in-studio ambient tracks, but it was all stuff from the first night he played it to me. All the high-end, studio-y sounding overdub stuff was from very early on. I set up the longest, most idiotic chain of guitar effects to get something that sounded like it was found electronica. The stuff added on were the missing parts he hadn’t figured out yet, and me playing drums along with his drum part, like he and I discussed.

“Good News” was another song that was much more of a collaboration than most of them. He had a vocal, but didn’t quite know what to do, and he had the verses, all of which killed me. There was some meandering stuff behind it and I just said, “Hey, it just doesn’t sound like you made a decision about the music, and it’s not as good as your lyrics and your melody.” He agreed, and said he didn’t know what to do and wanted me to have a go at playing. So I played keyboard live, and I’d play chord changes until maybe he’d jump up and down or I’d see his body move a bit. That’s kind of a fun, exciting process if you’re playing — when somebody suddenly gets outwardly affirmative.

He started getting really excited and singing along in the control room and walking around in front of me while I was playing keyboard, and he started singing what is now the chorus. I looked up and went, “That’s great. Get on mic.” He’s like, “Ah, I’m not sure. Maybe that could be a whole different song.” In a rare moment of really trying to put my foot down, I leapt up and went, “No, that’s your chorus. That’s great.” I kid you not, he said to me, “Really?” A few people who were around looked on, I’m not sure, to be honest, in horror or not. The engineer I worked with, who was walking through the room, heard this whole thing, and he just stared at me with the look of, like, “Yeah, obviously that’s the chorus.”

I remember Mac asking, “Do these two things go together?” I said, “Yes. My point is your subconscious knows they do. We’re not grafting two things together randomly because you don’t have a finished song and there’s some weird deadline. It’s not like some of the ’70s records where they just did that.” I’m like, “This is great.” At a time where people are too self-aware about the criticism of others, it’s great that he had this incredibly personal verse talking quite unabashedly about his self-awareness, about his sense of his own demons and going through that in the face of people. To then have the lyrics of that particular chorus come in is not merely appropriate. It’s actually great, and I was affected by it instantaneously.

There were only two people I invited to play in the finishing process: Wendy Melvoin and Matt Chamberlain, both of whom are on “Good News.” They were people I had talked to Mac about, as well as James Gadson, and Jim Keltner, because I heard some Prince influence in some of his keyboard choices specifically. I told him, “You should know these drummers. I think these are people you’ll work with for the rest of your life, even if we’re not working together. You should experience it because I think all of them will influence the way you do other things. I can attest to that, because everybody I just mentioned to you has had an influence on me.” When the time came to actually finish off “Good News,” Wendy, Matt, and I played together to Mac’s vocal and all of the instruments I had previously recorded. I put a marimba on it, and instantaneously it was what you’re hearing, because the arrangement was already very well mapped out.

Mac wondered about everything. He wasn’t afraid to think out loud about it. He was a real writer, and any time he wrote something, he hoped it would have an effect, that someone would hear it and understand. He certainly saw all of it as a body of work.

The term I found myself using when deciding what to add to Circles was “complete thoughts.” They weren’t thoughts I had to complete for him. This was a guy who spoke very well for himself. I shouldn’t even be here talking about it. In terms of anyone else’s perception, I can’t do fuck all about that. The only thing I care about is people getting to hear it. The people who are affected by it have the benefit of being affected by his insight and his articulation. Everything else doesn’t matter.