The Temptations – “Just My Imagination (Running Away With Me)”

by N. Whitfield, B. Strong Copyright 1970 Jobete BMI

By 1970, the “Psychedelic Soul” movement was beginning to wane, leading producer Norman Whitfield and The Temptations to return to their ballad roots—but with a sophisticated, dream-like twist. This episode deconstructs the instrumental layers of “Just My Imagination (Running Away With Me)” and explores the brilliant production of Whitfield, the legendary contribution of The Funk Brothers, and the heartbreaking reality behind the lyrics. This episode serves as a bittersweet tribute to a group at a crossroads, marking the final appearances of both Eddie Kendricks and Paul Williams.

Beyond the music, this episode explores the history of The Temptations during this recording session. As the classic lineup began to fracture, the song became a final curtain call for Eddie Kendricks’ ethereal falsetto and features Paul Williams’ single poignant line. Let’s celebrate the enduring legacy of a song that remains one of the most perfect three-minute stories ever committed to tape.

“Just My Imagination (Running Away With Me)” by N. Whitfield, B. Strong Copyright 1970 Jobete BMI

TRANSCRIPT:

This is the I’m In Love With That Song podcast. Oh, it’s not your imagination, the I’m In Love With That Song podcast is back with another episode here on the Pantheon Podcast Network. I’m your host, Brad Page, and each edition of this show, I pick one of my favorite songs and we listen to it together, listening for all the little moments, those special touches that make it a great song. No musical skill or knowledge is required; all you need is a love for music and a little curiosity, and you’ll fit right in here.

We’ve covered The Temptations a couple of times on this show, and that’s because they’re probably my favorite Motown act. I mean, sure, it’s hard to argue with Marvin Gaye, and Stevie Wonder is an outright genius. But both of them did their best work when they pursued their own vision outside of the Motown machine. But The Temptations were firmly rooted within the institution of Motown. In many ways, they exemplified the Motown sound, but they also pushed against those boundaries, especially with their work with producer Norman Whitfield. That’s my favorite era of The Temptations, and that’s the period we’re going to return to in this episode as we venture into the dreamlike landscape of “Just My Imagination (Running Away With Me)”.

As I said, we’ve covered The Temptations a couple of times before with “I Can’t Get Next To You” back on episode 40 and “Papa Was A Rollin’ Stone” on episode 116. We went through a detailed history of the band on those shows, so I won’t cover the same ground here, but let’s review a few things just to get us up to speed.

The Temptations were a five-piece vocal group. Melvin Franklin held down the bottom end with his deep, rich voice. Eddie Kendricks glided along the top with his beautiful falsetto. Otis Williams and Paul Williams—and it’s really just a coincidence that they shared a last name because they weren’t related—they sat in the middle with their baritone voices, and David Ruffin would usually take the lead. This is the lineup that cut The Temptations’ early hits like “My Girl”, “Ain’t Too Proud To Beg”, “I Wish It Would Rain”—all of those classics.

But David Ruffin left the group in 1968 and was replaced by Dennis Edwards, who had sung with The Contours. Edwards had a grittier, more gospel-influenced voice, and with Edwards on board, The Temptations entered an edgier, more experimental phase led by producer Norman Whitfield. We discussed The Temptations’ relationship with Norman Whitfield and his songwriting partner Barrett Strong on those previous episodes that I mentioned, so if you want to dig into that, go back and listen to those episodes.

But Whitfield was the mastermind behind psychedelic soul. He was melding the sounds of psychedelic rock with the groove and feel of R&B. Sly Stone and George Clinton were exploring this sound too, but Whitfield had his own approach. With Whitfield at the helm, The Temptations laid down definitive psychedelic soul classics like “Ball Of Confusion”, “Cloud Nine”, “Papa Was A Rollin’ Stone”, and “Psychedelic Shack”. This is my favorite period for The Temptations.

But psychedelic soul was a short-lived fad, at least as far as Motown. By 1970, the novelty was wearing thin and Whitfield could see the audience interest was moving on. And The Temptations themselves, they were not huge fans of this direction; they preferred their old style. So, “Just My Imagination (Running Away With Me)” was a transitional song, an attempt to return to a somewhat more traditional Temptations-style ballad, but retain some of the psychedelic elements. No fuzz guitar, no wah-wah, but it retains the psychedelic sense of disorientation.

“Just My Imagination (Running Away With Me)” was a song Whitfield and Strong had worked on before, but it had been put on the shelf. They dusted it off and began working out the basic tracks for The Temptations. We should also say that The Temptations themselves were not in a good place at this point. The band was fracturing and the classic lineup wouldn’t last much longer. But first, they had a hit to record.

The backing track was recorded in November 1970 at Golden World Studio B, which had been purchased by Motown in 1966. Whitfield brought in the legendary The Funk Brothers to lay down the foundation. The band included Eddie Willis and Dennis Coffey on guitars, Earl Van Dyke on keyboards, Andrew Smith on drums, Jack Ashford on marimba, Jack Brokensha on timpani, and on bass, Bob Babbitt. Most people assume James Jamerson played the bass as he was the man responsible for so many classic Motown bass lines. But studio logs confirm that it was Bob Babbitt who played the bass on this track.

The song begins with one of Motown’s most memorable guitar intros, played by Eddie Willis. The guitar is drenched in reverb which, in the context of the mix, the soundscape places it off in the distance.

[Instrumental Breakdown]

So we have Eddie Willis’s guitar in the right channel playing that main riff, and Dennis Coffey’s guitar is on the left playing some accent fills. Both guitars have a very clean tone; there’s no fuzz tones here. Bob Babbitt’s bass is dead center and then the strings are layered on top in the right channel along with that main guitar. Let’s play it again from the top.

[Music: Intro]

The Temptations come in with some harmonies.

[Music: Harmonies]

And you can also hear Jack Ashford on marimba sitting nicely in the mix. Let’s just hear a little of that along with the guitars.

[Music: Marimba and Guitars]

Okay, that brings us to the first verse where the drums will come in along with Eddie Kendricks and that incredible falsetto voice. We’ll explore all of this in a minute, but first, let’s just play through that first verse.

[Music: Verse 1]

All right, let’s unpack a few things here. First, let’s listen to the bass and drums laying down a patented Motown groove.

[Music: Bass and Drums]

Really nice reverb on the drums. Andrew Smith is just hitting the rim of his snare drum, not the drum head itself, to get that “tack” sound. Now let’s bring the rest of the instruments in and listen to the backing track without the vocals. The first thing that jumps out at me are those tasteful little guitar fills.

[Music: Instrumental backing track]

That’s a nice little touch; sounds like it’s a harp there. Listen to how the orchestration starts to build.

[Music: Orchestration building]

Now, let’s listen to Eddie Kendricks’ vocal. He’s singing it in a soft, ethereal way that perfectly matches the daydream-like vibe of the music. You can imagine him lost in his own thoughts. And let’s take a look at the lyrics, too, because they are inseparable from this vocal. The lyrics are so critical to this song.

“Each day through my window I watch her as she passes by. I say to myself, ‘You’re such a lucky guy.’ To have a girl like her is truly a dream come true. Out of all the fellows in the world, she belongs to you.”

Which all sounds innocent enough, except that we’re about to find out it’s all an illusion. But there’s a clue planted right there at the beginning: “Each day through my window.” He watches her pass by. He’s observing, but not interacting. We’ll learn more as the story progresses.

[Music: Verse 1 Vocals]

Let’s put all those pieces back together and hear the final mix.

[Music: Verse 1 Full Mix]

The group is going to harmonize on this one line: “To have a girl like her is truly a dream come true.”

[Music: Verse 1 Harmonies]

That takes us right into the chorus, which we’re going to take one line at a time.

“But it was just my imagination.”

Notice how the guitar part echoes the vocal melody there. And the next line: “Running away with me.” And the strings almost sound like they’re running away there. All right, let’s keep going.

“It was just my imagination running away with me.”

Again, the guitar echoes the vocal melody, but this time an octave higher. The chorus ends with the strings swelling up and Jack Brokensha comes in with the timpani drum. Now let’s hear that whole chorus start to finish.

[Music: Chorus]

The second verse begins with the group singing a single word, “So,” before Eddie Kendricks starts the verse.

[Music: Verse 2]

Okay, so that first verse was kind of sweet, this guy longing for this woman. But here, it starts to get a little obsessive. He’s building this whole fantasy with them having children and living in the country.

“Soon we’ll be married and raise a family. Oh yeah. A cozy little home out in the country, with two children, maybe three.”

And this verse concludes with the lines, “I tell you, I can visualize it all. This couldn’t be a dream, far too real it all seems.” And there’s some really beautiful harmony work from the group here.

[Music: Verse 2 Harmony/Outro]

And that leads into the second chorus, and let’s bring up the vocals on this one.

[Music: Chorus 2]

And that leads to a short instrumental break where the orchestration takes over.

[Music: Instrumental Break]

Now the next line is not sung by Eddie Kendricks; it’s sung by Paul Williams. It’s a short line: “Every night on my knees I pray.” It’s the only lead vocal in this song that’s not sung by Eddie Kendricks.

At the time, Paul Williams was in a bad spot. He was a serious alcoholic and suffering from sickle cell disease. These would be the last words he would ever sing with The Temptations. It’s kind of poignant.

“Dear Lord, hear my plea. Don’t ever let another take her love from me or I would surely die.”

Starting to get maybe a little creepy. “Don’t ever let another take her love from me or I would surely die.” And that leads right into one final verse.

[Music: Verse 3]

Taking a closer look at this verse, it’s purely orchestration. The drums and guitars have dropped out; the beat is handled by the timpani. And then we have the key line in the song that shatters the illusion: “In reality, she doesn’t even know me.” The way he delivers it is heartbreaking. And the rock instrumentation comes back in for the final chorus.

[Music: Final Chorus]

And one final ad-lib by Eddie Kendricks puts a button on the whole thing: “I never met her, but I can’t forget her.” We’ll let it play out through the fade.

[Music: Outro/Fade]

“Just My Imagination (Running Away With Me)” by The Temptations.

By the time “Just My Imagination (Running Away With Me)” came out, Eddie Kendricks had basically quit the band. He signed to Motown as a solo artist. This song would be the last Temptations single that Kendricks sang on. It was also the last single that Paul Williams sang on. By this time, his alcoholism and his sickle cell disease had really caught up to him. The Temptations had tried to cover for him, but eventually, he had to go. And things did not get better for Paul Williams. Tragically, he was found dead in his car from a gunshot wound in 1973. He was only 34 years old.

Eddie Kendricks did have a successful solo career. Unfortunately, after 30 years of smoking, he was diagnosed with lung cancer in 1991. He had one of his lungs removed to try to prevent the spread of the cancer, but he passed away on October 5th, 1992. He was 52. Melvin Franklin died in February 1995, and Dennis Edwards left us in February 2018. But Otis Williams, at the time of this recording, is still with us.

Thank you for tuning into this episode. The I’m In Love With That Song podcast will return with another new episode in about two weeks. All of our previous episodes are available on our website, lovethatsongpodcast.com. So if you missed any of them—and there are over 200 episodes now—you can go back and re-listen to any of them right there on the website. And make sure that you follow the show so that you never miss an episode.

If you’d like to help the show out, the best thing that you can do is to tell someone about it. Talk it up, share it with your friends and your family, because recommendations from listeners like you are the best advertising that a show like this could ever ask for. So, thank you. I will see you back here on the Pantheon Podcast Network for our next episode. Until then, let your imagination run away with you and go listen to some classic Temptations.

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