Paul McCartney is a man on the run

Winchelsea, England — HE noticed it when his cellphone, stuffed with too many text messages, voicemails and phone numbers, started flashing at him: "Memory almost full." It was remarkably like his own brain, weighted down with half-written songs, daughter Bea's schedule, the lyrics to old Beatles B-sides, the blurring faces of long-buried loves and friends.

Delete? Re-record? Which parts go, and which — the carpets of bluebells outside Liverpool in spring, sitting on twin beds in a hotel room with John Lennon writing "She Loves You" — stay locked in the hard drive of time?

"Your memory is always almost full these days. There's so much going on, so I thought it was a poetic way to sum up modern life. Just overload, information overload," Paul McCartney says of his 21st solo album, "Memory Almost Full," which explores the persistence of memory, preparing for the settling of scores and a life too full to hold it all.

"It's been pointed out to me that since the album is heavy on retrospective stuff, there's a sort of finality about it. 'Memory almost full,' any second now it will be full, and, 'Goodbye cruel world.' It's not what I meant about it at all, but I can see that meaning, and I like, you know, people to have different interpretations. "Abbey Road" to us was a crossing outside the studio. I'm sure to some people, it meant Monastery Lane, and we liked that sort of quasi-religious feel of it too."

The album (out Tuesday) marks the 64-year-old McCartney's plunge into another kind of digital age. Ending his relationship with Capitol Records/EMI that began in 1962, McCartney has hooked up with Starbucks' new Hear Music Label and unlocks the new album (along with the rest of his solo catalog) for online downloads. McCartney also says the Beatles catalog is on deck for online release near the end of the year, although EMI has not announced a date.

The video for "Dance Tonight," the party-tune, mandolin-laced foot-tapper that opens the record, made its world premiere on YouTube, in a bid to charm a third generation with the kind of winsome songs their grandmother should know.

"I was bored with the old record company's jaded view," McCartney says, plopped on a sofa in the large, comfortable farmhouse that doubles as a rehearsal studio here in the rolling, tree-studded hills of rural East Sussex. Outside, there is an old windmill, and in the near distance, the hazy blue carpet of the English Channel.

"They're very confused, and they will admit it themselves: that this is a new world, and they're a little bit at a loss as to what to do. So they've got millions of dollars and X budget … for them to come up with boring ways — because they've been at it for so long — to what they call 'market' it. And I find that all a bit disturbing.

"I write it, I play it, I record it, and that's all fun. And you go to the record company, and it gets very boring. You sit around in rooms with people, and you're almost falling asleep" — he rolls his head down midchest —"and they're almost falling asleep.

"My record producer [David Kahne] said the major record labels these days are like dinosaurs sitting around discussing the asteroid. They know it's going to hit. They don't know when, they don't know where it's coming from. But it's sort of hit already. With iTunes, and all of that."

McCartney heard that Starbucks' content development guy, Alan Mintz, loved his music; better, he was a bass player. They arranged to meet in New York, along with Howard Schultz, the chief executive who turned Starbucks from a high-fallutin' bean roaster in Seattle into a multibillion-dollar global purveyor of expensive coffee drinks and cool ambience.

The vision from Starbucks and its Concord Music Group partner in Hear Music: Roll out "Memory Almost Full" across time zones on the in-store music systems at more than 10,000 coffeehouses in 29 countries (copies available as you pay for your latte, and at dinosaur record stores too, of course). That means an estimated 6 million people get a listen on the first day.

"We felt we were in a unique position to really transform the way music is discovered and delivered to the music consumer," said Ken Lombard, president of Starbucks Entertainment in Los Angeles.

"When we heard the album, we just knew it was really a landmark in a number of ways. Musically, it's the most personal and revealing album that Paul's created in his solo career. Thematically, many of the songs are a reflection of his life, his career, his jobs and the tragedies, a reflection of the remarkable journey his life has been."

McCartney had the same reaction to Apple founder Steve Jobs — with whose company Apple records was locked in trademark litigation for years — as he had to Schultz. "He too is very cool, very passionate, they really care about working with your music.

"I just thought, right, I'm going to put a package together on that side of things that will keep me and my producer excited. And that's what we've done. So we're working with websites, Internet things, young kids. Just people who are hungry. People who come up with ideas rather than people who've been at it too long and are frightened for their jobs."

Contrary to British media reports, he said, longtime Apple Corps chief Neil Aspinall's departure in April had nothing to do with clearing the way to the online music market.

"He wanted to retire. Simple as that. I've known Neil longer than I've known anyone in the music business, including all the Beatles. Neil was at school with me when we were 11, he was in my class. But he just wanted to retire. He's 65. So he did. So we have a new guy now [Jeff Jones], he's very good. Nobody considers he's going to replace Neil, you know, emotionally, because we grew up with Neil…. But there are new sorts of things, new openings, the online thing is a huge opening, and so it's a new chapter now."

McCartney and the band are rehearsing for an upcoming trio of "surprise" live gigs in the U.K., New York and Los Angeles, and there is a definite bachelor air around the place, now that wife Heather has split in the messiest divorce to hit the London tabloids since Chelsea soccer team owner Roman Abramovich dumped his wife for leggy young "Dasha" Zhukova.

The band is playing with enough volume these days that they're annoying daughter Bea, a frequent visitor. "We play a bit loud, just because we can," McCartney says with a sly smile. "We're allowed to, there's no grown-ups around. We're allowed to turn our amps up, you see?"

The off-limits topic

WHAT he won't talk about are Heather Mills McCartney's allegations about what went on during their four-year marriage: that McCartney slashed her arm with a broken wine glass, ordered her not to breastfeed Beatrice because "I don't want a mouthful of breast milk," and refused to let her keep a chamber pot in the bedroom, forcing her, because she is missing a leg, to crawl to the bathroom in the middle of the night.

"I don't like to talk about it, because we're still in the middle of a divorce," he says. "A somewhat public divorce. And you know we have a 3 1/2 year-old daughter. So I'm trying to make every effort to say as little as possible about it. I'm moving through it, hopefully with some kind of dignity."

It's hard not to find a hint of Heather and the apparent pride McCartney once must have felt in his determined and ambitious young wife in "See Your Sunshine" from the new album: "Step out in front of me baby / They want you in the front line / They want to see your sunshine."

But many of the songs were written even before 2005's Grammy-nominated "Chaos and Creation in the Backyard," and the memory files they plumb go deep into a boy's lush and lovely summers (on the exquisite "Tell Me"), McCartney's days as a Boy Scout, beaning his friends on the head with chestnuts. Then, less-ancient files: the Beatles "sweating cobwebs" and playing the Cavern Club in Liverpool. In a final, five-song suite similar in form to the "Abbey Road" medley but progressing through the milestones of a life, McCartney reaches the surreal and unsettling "House of Wax," where "poets spill out on the street / To set alight the incomplete / Remainders of the future."

And there is the "End of the End" — a swan song so McCartney in its essential optimism: "It's the start of a journey to a much better place / And a much better place would have to be special," he reassures. "No reason to cry."

He has buried Linda McCartney, John Lennon and George Harrison. By now, he is surely accustomed to partings. Yet he seems to remember, like the bluebell forests of England (that once formed the backdrop to a frolic in "Help"), the tender times, the days when it was easy to bend over a guitar with Lennon on the other rumpled bed and work magic on cue.

"We were writing 'She Loves You' because we'd been told by our manager that we needed a single. And we were just, 'OK.' It was great. We just responded well to direction. They'd say, 'You're going into studio next week, so you'll need to write the album.' And we'd go, 'OK.' Ha! Never once do I remember us going, 'A whole album in a week?' Which, you know, we should've thought.

"But we go, 'Yeah, great, OK.' We were just so innocent and enthusiastic. So yeah, that's what we did all the time. We wrote just under 300 songs, and that was done in about 300 sessions. We never had a dry session."

How could that be?

"Because we were bloody brilliant. Pure genius, that's all. 'We were very good,' he said modestly,' " and he smiles for his failure to conjure up the requisite humility. "The good thing is, now you can say that. People used to say, 'Don't you think you're a bit conceited?' And I'd say, 'I know what you mean, you could say it's conceited, but I really do know we're good. I can feel it every time we write a song.' Because John and I were very good collaborators. We really helped each other massively and admired each other greatly."

He thinks for a moment. "It was a joy," he says.

He trips into the rustic farm kitchen, where the band is swallowing whole a spread of mozzarella sandwiches and samosas before heading back to the studio. He cuts a few roses from the garden and rummages for a glass to put them in water, singing the trippy chorus of "The things I think I did / I di-i-di-i did" from "Ever Present Past" under his breath.

Almost time for the imperious and charming Bea to show up. Time to play "very, very, very quietly," he says.