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.

RESOURCES & REFERENCES:

Bands & Artists:

Record Labels & Studios:

Historical References:

William “Smokey” Robinson was the man behind many of Motown’s greatest hits– not just the tracks he recorded himself with The Miracles, he also wrote many hits for other Motown acts. But perhaps his greatest achievement was “Tracks Of My Tears“. It was selected by the RIAA & NEA as one of the 365 Greatest Songs of the 20th Century; it’s on the Rock And Roll Hall Of Fame’s list of 500 Songs That Shaped Rock & Roll, and Rolling Stone magazine named it The Greatest Motown Song Of All Time. Join us for this episode as we explore this masterpiece.

“The Tracks Of My Tears” (William “Smokey” Robinson, Warren Moore, Marvin Tarplin) Copyright 1965 Jobete Music Co. Inc. (ASCAP)

TRANSCRIPT:

Every good song tells a story. The story is often all there in the lyrics; sometimes you have to use a little imagination to fill in the gaps, sometimes the story is mostly in the rhythm or the groove. Sometimes the melody tells you everything you need to know. Either way, a song takes you on a journey. Sometimes inward, sometimes outward. This is the “I’m In Love With That Song” podcast, where we look at how these songs, these stories, are put together and trace the steps along those journeys.

My name is Brad Page. I’m your tour guide on these musical trips. You don’t have to be any kind of musical expert here. Just open your ears and come along for the ride.

“Shop Around”, “You Really Got A Hold On Me”, “Ooh Baby, Baby”, “Going To A Go Go”, “I Second That Emotion, “Tears Of A Clown”. All of these were huge hits from Motown, all written or co-written by Smokey Robinson, and all performed by Smokey Robinson and The Miracles. That’s quite a track record. But if I had to pick just one Smokey Robinson song, my favorite would have to be “Tracks Of My Tears”. Three minutes of pop perfection. On this episode, we’ll be tracing the “Tracks Of My Tears” by Smokey Robinson and the Miracles.

William Robinson Junior was born in Detroit on February 19, 1940. His uncle Claude gave him the nickname Smokey Joe because little William loved cowboy movies and that was his cowboy nickname. By the time he was twelve, he dropped the Joe, but Smokey stuck. He and his friends at Detroit’s Northern High School, Pete Moore, Ron White, Sonny Rogers and his cousin Bobby Rogers, formed a doo wop group, first called The Five Chimes and later The Matadors.

Smokey’s mother had died when he was ten years old and his sister Jerry became his legal guardian. Jerry was a jazz lover and turned Smokey onto singers like Sarah Vaughn, who became a big influence on Smokey.

I can definitely hear the influence in Smokey’s vocal style there. In 1957, Sonny Rogers left the band and he was replaced by Sonny’s sister, Claudette.

With a woman now in the group, they changed their name to The Miracles. Smokey and Claudette would eventually get married. Right around that time, they had an audition for Jackie Wilson’s manager. They didn’t get that gig, but they did meet Barry Gordy at that same audition– a chance meeting that would literally influence the course of music history. Gordy became their manager and producer, and he nurtured Smokey’s songwriting. When Gordy started Motown Records, The Miracles were one of the first artists he signed. In 1960, they released “Shop Around”, which became their first big hit, and Motown’s first million selling record.

A lot more hits would follow, including “Mickey’s Monkey” and “You’ve Really Got A Hold On Me”.

And of course there was “Ooh Baby Baby”.

By then, guitarist named Marvin Tarplin had joined as an unofficial “Miracle”, and became one of Smokey’s key collaborators. Besides The Miracles, Smokey was writing and producing records for other Motown artists, like Mary Wells, Marvin Gaye and The Temptations. By 1965, with the release of the “Going To A Go Go” album, the name of the group was changed to Smokey Robinson and the Miracles. And Claudette stopped performing with the band.  Though she would record with them in the studio, no more live gigs.

“Tracks Of My Tears” was released as a single, and it’s included on the “Going To A Go Go” album. The track was recorded on January 20, 1965. It was written by Smokey Robinson, Warren Moore and Marvin Tarplin. In 2021, Rolling Stone magazine ranked “Tracks Of My Tears” as the greatest Motown song of all time.

Now, as to who actually played on the track, well, that’s tricky, because I have a hard time finding documentation of who exactly plays on a lot of these old Motown tracks. Of course, it’s well known that Motown had its own in-house band, the Funk Brothers. And if you’ve never seen the documentary about the Funk Brothers, “Standing In The Shadows of Motown”, go watch it right now. It is essential viewing. But the Funk Brothers was a conglomeration of many players; multiple drummers, guitarists, horn players, etcetera. And determining which guys played on which record, well, I found it really hard to do. So here are just some of the key players in the Funk Brothers, who probably played on this track.

You had Earl Van Dyke, who was not only a keyboard player, but also the bandleader.  On guitars, there were Robert White, Eddie Willis, Joe Messina. James Jamerson and Bob Babbitt on bass—I’m pretty sure it’s James Jamerson on this track. Drums, Benny Benjamin, Richard “Pistol” Allen and Uriel Jones. And on percussion, you had Eddie “Bongo” Brown and Jack Ashford. Jack turned tambourine playing into an art form. And for the horn section, well, that number of potential players is just too long to list here.

We do know that Smokey’s songwriting partner, guitarist Marv Tarplin, played on the track. And the members of The Miracles who provide backing vocals are Bobby Rogers, Ronnie White, Pete Moore and Claudette Robinson. With Smokey Robinson, of course, on the lead vocal, the song opens with a guitar part played by Marv Tarplin.

As the story goes, Marvin Tarplin was just kind of messing around with the chord changes to “The Banana Boat Song” by Harry Belafonte.

He switched the chords around, changed the rhythm, and the central idea for “Tracks Of My Tears” was born.

That little drum fill is such a classic Motown intro. It’s simple, but it’s so perfect. You can also hear Eddie Brown on bongos and Jack Ashford on that tambourine. The bongos are fairly low in the mix on the final version, but that tambourine jumps out through the whole song. Drum fills like that would be borrowed and used on hundreds of songs to come, because they announce what’s coming. They ease you into the song, but they don’t step on any of the other instruments or vocals. Just perfect. I believe that’s Uriel Jones playing drums on this track. One of the unsung greats.

Let’s listen to just Smokey’s vocal track. It sounds so great acapella.

Remember, this was before AutoTune and before they were punching in every other phrase or word even, to get the perfect take.

That short verse brings us right to the first chorus in classic Motown fashion. They don’t waste any time here. They’re packing as many hooks as they can into three minutes. And for my money, this chorus can’t be beat.

Smokey said that Marv Tarplin would make tape recordings of his guitar parts and give them to Smokey, and he would listen to them over and over to come up with melodies and lyric ideas for this song. The first three lines of the chorus came to him pretty quickly. “Take a good look at my face, you’ll see my smile looks out of place. If you look closer, it’s easy to trace”. You’ve got that nice triple rhyme in there, face, place, and trace. But he was stuck on what comes next. Until one day, Smokey was looking into the mirror shaving, and the thought popped into his head. What if someone had cried so much that it left tracks down their face? And that was all he needed to finish the rest of the song.

And then we have this short little two measure transition that gets us from the chorus into the next verse.

And that gets us to the second verse. And I especially like Smokey’s performance and his phrasing on this verse.

Let’s go back and listen to that vocal track again.

Smokey is not a belter. He’s a smoother, gentler singer. He’s up on the mic so you can really hear his breath. And I think that just adds to the intimacy and the humanness of the part.

Now, about the next line. Pete Townsend of The Who was a big fan of this song and the story I’ve heard– I don’t know how true this is, but what I’ve read is that Townshend was so captured with the way Smokey sings the word “substitute” that that inspired Townsend to write his song “Substitute”, which would become a Who classic.

Let’s listen to the backing track. Under that verse, you can hear some bells or maybe vibes, probably played by Jack Ashford. And notice how the strings swell up under the second half of the verse, all, um, building for that chorus. That little descending part that happens all throughout the song. That is such a crucial part of the song, resolving the end of each line, bringing it back to the start to the root. Now, let’s listen to the vocal track for this chorus and notice how he leaves out the last word of each line. Those key rhyming words, face, place, and trace. Smokey doesn’t sing them this time. He leaves that to the backing vocals.

Now let’s listen to that again as it all comes together in the final mix.

I love how they just stop there. They pause everything for a heartbeat and then another great drum fill takes us into the bridge.

That’s the crescendo of the song right there. A repeating set of four triplets, 123-223-323-423; the whole band is hitting those notes so dramatically. Even the tambourine is in on the action.  And the vocal is hitting those beats too.

Smokey Robinson and The Miracles – “Tracks Of My Tears”

My mother-in-law wasn’t what you’d call a diehard music fan, but she did love Smokey Robinson. She’s gone now. So this one’s for you, Kath.

You can be forgiven for thinking of Motown as your parents’ music. For many people, that’s probably true. The music of Motown was the sound of Young America. It was everywhere when your parents, or maybe your grandparents, were young. It’s part of the soundtrack of their youth. These songs may have been oldies by the time you were discovering your own music, but I believe– I have always believed– that there is no expiration date for a great song.

Thank you for once again joining me on the “I’m In Love With That Song” podcast. The journey continues, and we’ll be back in about two weeks with another new episode. In the meantime, you can find all of our previous excursions on our website, lovethatsongpodcast.com, or just find us in your favorite podcast app.

And if you’re still looking for even more musical adventures, be sure to check out some of the other podcasts here on the Pantheon Podcast Network. If you’d like to support our show, the best thing you can do is to recommend it to a friend, share it with your other music loving friends and help to spread the word.

I’ll see you soon. Thanks for listening to this episode on “Tracks Of My Tears” by Smokey Robinson and the Miracles.

RESOURCES:

Smokey Robinson and the Miracles
https://www.rockhall.com/inductees/smokey-robinson-and-miracles

Motown Records
https://www.motownmuseum.org/

Standing in the Shadows of Motown (Documentary)
https://www.imdb.com/title/tt0314725/

Introducing a new segment of the podcast – “Creation & Evolution“, where we explore songs that travelled a long & winding road before they reached their final version. In this episode, we trace the history of a song that started from a phone call with Farrah Fawcett and ended up as Gladys Knight’s biggest hit.

“Midnight Train To Georgia” (Jim Weatherly) Copyright 1971, 1973 Universal-PolyGram International Publishing, Inc

TRANSCRIPT:

There’s the telltale theme music… it means it must be time for another episode of the “I’m In Love With That Song” podcast on the Pantheon Podcast Network.  My name is Brad Page, and I’m your musical tour guide, your geologist of another sort, as we explore the rock that made history.

This time, I’m introducing a new segment I’m calling “Creation and Evolution”, where we’ll take a look at both the birth and the journey a song takes before it ends up in its final form. Some songs have a rather short path from the writer’s pen to the final release, but some songs take the long way around, and that’s what we’re going to explore here on “Creation and Evolution”.

For example, what do airplanes, Houston Texas, and Farrah Fawcett have to do with “Midnight Train to Georgia” by Gladys Knight and the Pips? Let’s find out.

Jim Weatherly was a songwriter from Mississippi who had written a few songs for Dean Martin and Peggy Lee. No hits, though he hadn’t really made his mark yet. One day in 1970, Weatherly called his friend, a struggling actor named Lee Majors, who would find fame as TV’s “Six Million Dollar Man”.

Majors wasn’t around, but his girlfriend, a struggling actress named Farah Fawcett, picked up the phone. She, of course, would eventually star in “Charlie’s Angels”.

Farah and Weatherly got to talking, and she told him she was just about to head out of LA to visit her family, leaving on a midnight plane to Houston. That phrase, “midnight plane to Houston”, stuck in his head. And as soon as he got off the phone, he sat down and in about 40 minutes, he wrote a whole song.

He based the song loosely on Fawcett and Majors. It was about a girl who went to LA to make it big, but when it doesn’t work out, she goes back home and her boyfriend follows her back. Weatherly recorded the song and included it on his 1972 solo album called Weatherly.

It’s a pretty modern country song, but the publisher had some faith in it and sent it around, hoping to find other artists to cover it. They even offered it to Gladys Knight.

But at this point, she passed on it.

They pitched it to another artist, singer Sissy Houston, Whitney Houston’s mom. She liked the song, but not the title. She said, “my people are from Georgia, and they didn’t take planes to Houston or anywhere else”. They took trains. And this is just a guess, but I think she might have been concerned about some confusion since her name was Houston and the song was about the city of Houston. Either way, Weatherly agreed to change the lyrics to “Midnight Train to Georgia”.

And besides the title change, this version also changes the genders. Now it’s the man who has failed and is going back home, and it’s the woman who follows him.

Sissy Houston released her version in February 1973.

Meanwhile, in 1973, Gladys Knight and the Pips had left Motown Records and signed a deal with Buddha Records, which gave her more freedom to pick her own material. By this time, Gladys had already had a hit with another Jim Weatherly song, “Neither One Of Us (Wants To Be The First To Say Goodbye” in 1972.

And when Gladys heard Sissy Houston’s version of “Midnight Train to Georgia”, she knew she could make it work.  She envisioned it as an Al green style soul number.

Producer Tony Camillo had worked with everyone from Diane Warwick to Grand Funk Railroad. It was his job to record the instrumental tracks for “Midnight Train” for Gladys. But she wasn’t happy with what he came up with. Too polished, too orchestrated. She wanted something more stripped down. So he cut another version– and she rejected that one, too.

So working with engineer Ed Stasium, who would later become a legendary producer in his own right, working with The Ramones, Talking Heads, Motorhead and Living Color, just to name a few, they put together a small band: Jeff Mirinoff on guitar, Bob Babbitt on bass, Andrew Smith on drums, and Tony Camillo himself on piano. They banged out a simple backing track in an hour and sent it to Gladys, and that was exactly what she was looking for. They overdubbed horns and some strings, but for the most part, they kept it straightforward.

Gladys recorded her vocal in almost one take. No warm up, no run through, no punch-ins. She was well rehearsed and she knew what she wanted. She stepped up to the mic and four minutes later it was almost done. Except for some ad libs at the end, which we’ll get to later.

I love how she’s singing pretty softly there– she’s holding back, but then she lets loose a bit for the next part.

And here’s the first chorus.

Now, notice how the backing vocals by William Guest, Edward Patton, and Bubba Knight, along with Gladys herself, aren’t just singing harmonies or repeating lines from the lead vocal, they’re actually adding commentary. They’re in dialogue with the lead vocal. That’s something that Gladys and The Pips brought to the song. None of the other versions do that.

Here’s the second verse, and let’s bring up the vocals again so we can hear more of that interaction between the lead and the backing vocals.

I love this part.

And check out the backing vocals here.

James Jamerson is the bass player most associated with the Motown sound, and he’s a legend. But Bob Babbitt also played on many Motown classics, too, and he’s a phenomenal player as well. Let’s listen to some of Bob Babbitt’s bass work here.

You gotta love those woo-woos.

Now, I mentioned before how Gladys recorded her vocal in one take, and that’s true, right up until this point in the song. They wanted to have Gladys do some ad-libbing during the final choruses, some of those inspired, energetic interjections that can really add some emotional weight to a song.

The problem was that Gladys didn’t feel like she was a natural at that kind of thing, at least not at this point in her career. She didn’t feel comfortable and kind of froze up at the mic.

Merald Knight, who everyone called “Bubba”, was not only one of the pips, he was also Gladys’ brother.  He took a mic into the control room, and with the backing track playing, he fed Gladys some lines into her headphones, and she sang them back as the tape rolled.

Now picture Bubba Knight in that control room looking at Gladys through the glass, singing these lines to her like, “my world, his world, our world”. And she’s singing them back and putting her own spin on them.

Gladys Knight and the Pips – “Midnight Train To Georgia”.

Buddha Records issued “Midnight Train to Georgia” as a single in August 1973, and eventually it worked its way to number one. It won the Grammy for best R&B vocal performance, and it would become Gladys Knight and The Pips calling card for the rest of their career.

Of the original Pips, Edward Patton passed away in February 2005; William Guest died in December of 2015, but Merald Bubba Knight, Gladys’s brother, is still with us, and Gladys herself, as of this recording, is still alive and well.  She released her last album in 2014.

Jim Weatherly passed away in February 2021. He was 77.

Thank you for joining me for this episode. We’ll be back in two weeks with another new episode. Until then, you can binge on all of our past episodes, they’re all on our website, lovethatsongpodcast.com.

You can find us on Facebook to share your thoughts and feelings, just look for the “I’m In Love With That Song” podcast, and you’ll find us. You can also send me email at lovethatsongpodcast@gmail.com.

This show is one of many great podcasts on the Pantheon Podcast Network, so be sure to seek out all those other great shows.

To listen to the song again, complete and uninterrupted, stream it, download it, or buy it and support the music you love. Thanks again for joining me for this “Creation And Evolution” episode on Gladys Knight and the Pips’ “Midnight Train to Georgia”.

Norman Whitfield turned The Temptations from a typical Motown vocal group into Psychedelic Soul pioneers. Their collaboration reached its zenith with “Papa Was A Rolling Stone“, a dark, atmospheric, orchestral showcase for both the Temptations and Whitfield’s genius. This would be the last #1 hit for The Temptations, and they would stop working with Norman Whitfield soon after. But they left behind this monumental masterpiece.

“Papa Was A Rolling Stone” (Norman Whitfield & Barrett Strong) Copyright 1972 Stone Diamond Music Corp.

If you enjoyed this episode, here’s a previous episode that featured another classic Temptations song:
lovethatsongpodcast.com/the-temptations-i-cant-get-next-to-you/

— And remember to follow this show, so you never miss an episode.

TRANSCRIPT:

You have managed to find your way to the “I’m In Love With That Song Podcast, one of the many shows on the Pantheon Podcast Network dedicated to bringing you the best music-related podcasts. I’m your host Brad Page, and each episode of this show, I pick one of my favorite songs and we attempt to discover what makes it a great song. Musical knowledge or experience is not a prerequisite here, we don’t get technical. This show is for anybody who loves music.

On this edition, we’re taking a look at one of the most epic songs to ever hit Number One, and probably the most unconventional track that Motown ever released. This is the Temptations with “Papa Was a Rolling Stone”.

Barrett Strong and Norman Whitfield were one of Motown’s most successful songwriting teams. Whitfield was also their most adventurous producer. He was the man credited with creating the sound of “psychedelic soul”. Whitfield and Strong wrote “Papa Was A Rolling Stone” sometime in 1971. Whitfield had composed the music and recorded a basic track, and gave the tape to Strong with the suggestion that he come up with some lyrics that were fun. But as Strong listened to the tape over and over, he heard it differently. In particular, he thought that the bass part sounded like someone struggling to make sense out of confusion. He started to think about kids he knew who had been abandoned by their fathers. When they asked their mother what happened to their dad, what would they say? So Strong ran with that idea, finished up the lyrics and presented them to Whitfield, who liked them.

So they completed the song and then set about recording it with a band called The Undisputed Truth. It was this version that was released as a single in early 1972.

[Music]

That’s actually a pretty cool production, but it wasn’t a hit. Whitfield still believed in the song though, and he convinced Barry Gordy to let him have another crack at it. So Whitfield completely reworked the song and went back into the studio with Motown’s legendary Funk brothers and rerecorded it. They turned it into an epic twelve-minute instrumental, a track full of atmosphere. Whitfield brought in Paul Riser to arrange the strings. Riser thought the track was full of mystery and suspense, and he treated his arrangement like he was scoring a movie. The soundtrack to “Shaft” had come out a year before, and Reiser was definitely inspired by that.

Now here’s where the Temptations come in. By 1971, The Temptations had gone through some major changes. Paul Williams and Eddie Kendricks had left, leaving Otis Williams, Dennis Edwards and Melvin Franklin to carry on with two new members, Richard Street and Damon Harris.

The Temptations had had quite a few hits with Norman Whitfield producing, including two number ones. One of them, “I Can’t Get Next To You”, we covered here back in episode number 45.

But the Temptations were growing tired of Whitfield’s experimentations, which made the guys feel more like bit-players on their own records. They wanted to return to the romantic numbers like “My Girl” that they used to do. So, when Whitfield brought them into the studio and played them the twelve-minute track to “Papa Was a Rolling Stone”, they said, “No way, we are not doing that”. They argued for about 20 minutes when the group’s leader, Otis Williams, finally said, “Okay, we’ll give it a try”.

So let’s get into the track. Now, usually my preference is to go with the album version rather than the single, but this time we’re going to go with the single. The album version, at twelve minutes long, is a bit much for this podcast, and considering that the single itself is seven minutes, that gives us plenty to work with.

Here’s how the track begins. Just bass and hi-hat. Let’s hear just the bass, because that’s really the heart of the song.

The next thing you hear are the strings arranged by Paul Reiser. They add some real drama to the song. You can hear how Reiser was orchestrating this like a soundtrack to a movie, rather than just a pop song.

Here come the guitars, played by Paul Warren and Wah-Wah Watson. The two guitar parts play off each other and all the other instruments throughout the whole song. They’re always doing something interesting.

Added here, a trumpet played by Maurice Davis. Davis had already finished recording his part and was on his way out when Norman Whitfield called him back into the studio. He wanted to try recording it with a heavy echo on it. So, Davis re-recorded his whole part using the echo, which adds another layer of spookiness to the song.

Hand claps on the off beats. Notice how the hand claps stop there? The wah-wah guitar flutters and then the harp comes back in. All these parts flowing in and out. The wah-wah guitar drops out, the strings build and then drop out, too.

We are 1 minute and 55 seconds into the song, and here is where the vocals finally come in. On the album version, it’s almost four minutes before the vocals come in. You can see why The Temptations felt like they were being sidelined, but that intro really sets a mood, doesn’t it?

We’ll take a look at the vocals in a minute, but first, let’s just listen to what those guitars are doing in the background.

The Motown guitar players were usually relegated to just playing rhythm, but here they get to stretch out a bit.

Now the vocals. The first voice we hear is Dennis Edwards. Edwards and Whitfield clashed from the start about this song. Edwards kept trying to put more into his vocal performance, but Whitfield kept telling him to hold back, to tone it down. Edwards did not like to be restrained, but Whitfield wanted it dialed way down. That was making Edwards pretty mad. But Whitfield got the take he wanted.

Edwards was also upset because he was taking the lyrics a little personally. This verse about the 3rd of September being the day that Daddy died hit a little close to home. Now, the legend has it that Edward’s own father died on September 3, but that’s not actually true. His dad died on October 3. Still, it was close enough for Edwards to be concerned about it. And Whitfield had to convince him that it wasn’t personal. Barrett Strong had only written the lyrics that way because he liked the way it sounded–the date was purely a coincidence.

Let’s hear more of the guitars behind this verse.

Here come those hand claps again.

Maurice Davis’s trumpet, saturated with echo, appears again. The strings are going to take over for a few measures. Let’s hear what they’re doing. Reiser used nine violins, four violas, three cellos, and that harp for the string section.

In classic Temptations fashion, the lead vocals are shared by different singers. This works particularly well on this song, because it sounds like multiple children telling their stories. It’s not just the story of one boy, it’s the voices of all those kids who were let down by their fathers.

This next verse features Richard Street, who replaced Paul Williams in 1971, as well as Melvin Franklin, whose deep bass voice was the foundation for so many great Temptations songs.

I love that part.

Let’s zero in on Richard street’s vocals.

Wah-wah Watson is getting in some licks behind this verse. Let’s hear some of that.

And here’s the second chorus.

I like that guitar lick there. The final verse features Damon Harris, who replaced Eddie Kendricks when he quit in ‘71. Harris was the youngest member of the band, and while Kendrick’s falsetto was one of the Temptation’s trademarks, Damon sounds great here.

Damon gets the last word.

Let’s listen a little more to that backing track.

“Papa Was a Rolling Stone”. During their career, The Temptations had four number one hits on the top 100: “My Girl”, “I Can’t Get Next To You”, “Just My Imagination” and “Papa Was A Rolling Stone”. Three of those four were written by Norman Whitfield and Barrett Strong, and produced by Whitfield.

That was a magic combination, but it didn’t last. Within a few years, Whitfield and The Temptations would stop working together, and Whitfield would leave Motown. “Papa Was A Rolling Stone” would be the last number one hit for The Temptations, but it was their crowning achievement.

Thanks for listening to this edition of the “I’m In Love With That Song” podcast. New episodes are released on the 1st and the 15th of every month, so we’ll be back soon with another show. You can find all of our previous shows on our website, lovethatsongpodcast.com, as well as on Spotify, Apple, Podcasts, Google, Amazon, wherever you can find podcasts. And if you’re looking for more music podcasts, check out the other great shows on the Pantheon Network.

Drop us a line on Facebook, Podchaser, or send email to lovethatsongpodcast@gmail.com.

Don’t forget to support the artists you love by buying their music. And thanks for joining me for this episode on “Papa Was A Rolling Stone” by The Temptations.

Few albums in history have had the cultural impact as Marvin Gaye’s “What’s Going On”. Universally loved by music fans around the world, it’s an album like none before it. Few records have captured the zeitgeist and remained as relevant as this album — Marvin’s crowning achievement. On this episode, we take a deep dive into the title cut to discover the elements that make up this masterpiece.

“What’s Going On” (Marvin Gaye, Al Cleveland and Renaldo Benson) Copyright 1970, 1971, 1972 Jobette Music Co, Inc.

If you liked this episode, check out our previous episode featuring the great Marvin Gaye:
lovethatsongpodcast.com/marvin-gaye-i-heard-it-through-the-grapevine/

TRANSCRIPT:

Before you were even born, you were listening. In the womb, you can’t see the world, you can’t smell it or touch it, but you can hear it. Sound is your first connection to the world that awaits you.  My name is Brad Page, and this is the “I’m In Love With That Song” podcast on the Pantheon Podcast Network. On this show, we use our ears to explore the world of music together, on our mission to discover how songs are put together and what makes a great song work.

On this episode, we’ll explore one of the most important records ever made. There are very few albums you can say that truly changed music history. This is one of them. The title song from Marvin Gaye’s classic album, “What’s Going On”.

[Music]

Marvin Gaye seemed like a guy who had it all together. By 1970, he was Motown’s number one male solo artist, the Prince of Motown. He was smooth, he was cool, but underneath that cool exterior, he was a tortured soul. He was racked with self-doubt and shame, raised by a violent, abusive father who was a preacher, a so-called “Man of God” who was a total hypocrite that beat his wife and kids. And Marvin received the worst of the beatings. Thanks to music, Marvin was able to escape from the mistreatment, but I think he always carried some guilt about abandoning the rest of his family.

Marvin’s first taste of success came when he hooked up with Harvey Fuqua from The Moonglows, and Marvin kind of became his protege. But then Fuqua linked up with the Gordy family, and basically sold Marvin’s contract to Barry Gordy and Motown. Marvin was essentially traded for money. That’s a simplification, but you get the gist of it. And that whole experience left Marvin with a sense of disillusionment with the music business, before he even cut his first song for Motown.

But he established himself, had a string of hits as a solo artist, along with duets with Mary Wells, Kim Weston, and most successfully, with Tammi Terrell. The two of them recorded a bunch of classic duets together, including “Ain’t No Mountain High Enough”.

[Music]

And “Ain’t Nothing Like The Real Thing”.

Then on October 14, 1967, Tammi collapsed into Marvin’s arms on-stage during a performance of “Ain’t No Mountain High Enough”. She was eventually diagnosed with a brain tumor; she would die a few years later.

But the Motown machine had to keep churning out those hits, and Marvin was even forced into recording some fake duets with Valerie Simpson pretending to be Tammi Terrell. This just made Marvin even more disillusioned and depressed.

To make matters worse, along the way, Marvin had married Barry Gordy’s sister, Anna, and their marriage was tumultuous, to say the least.

In 1968, Marvin had a huge hit with “I Heard It Through the Grapevine”. We covered that song in-depth, back in episode number 62 of this podcast. If you haven’t heard that one, go check it out. It’s a good one.

“I Heard It Through The Grapevine” was not only a number one smash hit, it also became the biggest selling hit in Motown’s history. And it was a record that Barry Gordy didn’t even want to release. In fact, he fought against it.

In the end, Marvin was ambivalent about his success with “Grapevine”, but one thing it did prove to him was that Barry Gordy and his Motown machine could be wrong. They could make mistakes. Their judgment wasn’t always right. And that empowered Marvin to start making the album that he really wanted to make.

The reverberations from the assassinations of Robert Kennedy and Martin Luther King were still being felt in 1970, along with the riot at the Democratic National Convention and the ongoing effects of the war in Vietnam.  Tammi Terrell had died in March 1970; Marvin spoke at the funeral very emotionally. Then, in June 1970, Marvin headed into the studio to record “What’s Going On”.

Obie Benson was a member of the Four Tops, and when they were in California in May of ‘69, he had witnessed the police attacking protesters in Berkeley, and that inspired him to start writing “What’s Going On” with his songwriting partner, Al Cleveland. Now, the Four Tops were not interested in recording what they saw as a “protest song”, so Cleveland and Benson brought the song to Marvin, and Marvin refined the melody and added to the lyrics.

Marvin’s brother Frankie had served in Vietnam and brought home some horrific stories that he shared with Marvin. Those emotions work their way into “What’s Going On”. Marvin was able to channel his feelings about his brother’s pain, his own sadness over the loss of Tammi Terrell, and his frustrations over his career. All of it was poured into “What’s Going On”.

Marvin Gaye, Obi Benson and Al Cleveland share writing credit on “What’s Going On”. The musicians on the track include members from the legendary Motown session players called the Funk Brothers, including bass player James Jamerson. But Marvin wanted to mix it up, too, so he brought in some outside musicians. Rather than use the regular Funk Brothers drummers, he brought in a drummer with big band experience, Chet Forrest.

The song opens with the sound of a small crowd, like we’ve just joined some friends at a party.

[Music]

Those voices include some of the Funk Brothers and two members of the Detroit Lions, Mel Farr and Lim Barley, friends of Marvin’s, who he invited into Motown Studio, the “Hitsville” studio. The voice you can hear loudly proclaiming, “Hey, man, what’s happening?” Is LG Stover, a Motown employee and a trusted friend of Marvin’s.

Now that saxophone part that opens the song is one of the most recognizable in history. Marvin worked hard with the arranger and the musicians to refine the tracks exactly as he imagined them, but he also knew magic when he heard it. And there are two key features of this song that were completely accidental, but so perfect that Marvin kept them and they became essential elements of the song:

Eli Fontaine was an alto sax player that Marvin brought in to play on the song. Eli listened to the track and then played a little bit on his saxophone just to warm up. Then he told Marvin he was ready to record. Marvin said, “Nope, you can go home. We got what we needed.” What Eli had played for his warm up, just noodling around, was perfect. What was captured on tape and became part of music history isn’t even a first take– it’s a rehearsal. That part is so memorable, it’s one of the main hooks of the song, and that is the only time that that part appears in the song, just right there at the very beginning. Let’s listen to the whole intro again into the first verse.

[Music]

OK, let’s spend some time on how these tracks were put together, because there’s a lot of layers here. There are two guitar parts. I’m going to play them together, but pan them left and right so that you can differentiate them, but also see how they work together.

[Music]

There’s a few tracks of drums and percussion. Here’s the drum part.

[Music]

There’s a conga part

[Music]

And also this percussion part.

[Music]

There’s a piano part, which I believe was played by Marvin himself.

[Music]

And there’s vibes, played by Jack Brokensha

[Music]

There’s more saxophone on there, too

[Music]

And of course, the bass played by James Jameson.

[Music]

There are also background vocals that are present through the whole song

[Music]

So now that we’ve heard those parts in isolation, let’s go back and listen to that verse again and see how all those parts come together.

[Music]

I’m just curious if any of those parts jump out at you now, now that you know what they sound like individually, let’s hear the second verse.

[Music]

I mentioned before that there were two serendipitous events that ended up becoming a big part of the song. One was that saxophone introduction. The other was a mistake by engineer Ken Sands. Marvin had recorded two different takes for the lead vocal, and he wanted to hear them separately and decide which one to keep. But Ken Sands accidentally played them both back at the same time, and when Marvin heard them together, he liked the way that sounded, the way the two parts weaved around each other. And he decided to keep both vocal parts. This multi layered vocal style became a sound that Marvin would return to throughout his career.

[Music]

That multi-layered vocal style became a technique that Marvin would return to on many songs throughout the rest of his career. Now we’re heading towards the chorus and there’s a couple of new elements added here. There are some finger snaps:

[Music]

And a string section, arranged by David Van De Pitte, whose arrangements were a critical part of dozens and dozens of Motown hits.

[Music]

Let’s listen to it all together now.

[Music]

In a song full of great moments, this may be my favorite part. The way Marvin syncopates the phrases “picket lines and picket signs”, the sensitivity in his voice when he sings “don’t punish me with brutality”, something he had plenty of personal experience with. And the way his voice just soars when he hits that chorus, it’s total perfection.

[Music]

And barely audible in the mix, you can hear Marvin add this:

[Music]

The next section is an instrumental break where you’d normally hear something like a sax solo. But here, Marvin fills the space with his own voice.

[Music]

And let’s just take a minute to appreciate the groove that the bass, drums and percussion are laying down behind this party.

[Music]

And here’s the last verse.

[Music]

Notice right there that Marvin says, “I’ll tell you what’s going on”.

[Music]

One small little detail that I actually think is important: most people probably interpret the title of this song as a question “What’s going on?”, question mark. But in the actual song title, there is no question mark. In fact, I’ve heard that in the original lyrics, there was a question mark, but by the time they finished the song, Marvin removed it intentionally. The song, and the album, isn’t phrased as a question. There’s no punctuation. So the song can be read as a question and a statement. Marvin is asking us what’s happening, but he’s also telling you what he’s seeing and feeling. He’s being a reporter, a journalist in song, documenting the world around him.

[Music]

And if you ever wondered what the crowd was talking about in the background there, well, here you go.

[Music]

At one point, you can hear a voice refer to someone as “Gates”. That was Marvin’s nickname, Gates. Let’s hear that final passage one more time.

[Music]

And let’s listen to James Jameson’s bass one more time.

[Music]

Marvin Gaye – “What’s Going On”

As the legend goes, when Berry Gordy first heard the song, he said it was the worst thing he’d ever heard and refused to release it. Well, Marvin told them that he wouldn’t record a single thing for Motown until they released this song. He even decided that he’d just quit music and play football for the Detroit Lions. He’d never actually played football before, but that didn’t seem to deter him.

Eventually, Marvin won out. There was just too much demand for a new Marvin Gaye single, and Marvin wasn’t going to give them anything else. “What’s Going On” was their only option. So they released it.

By then, Berry Gordy had pretty much relocated to California, so it was easier for other people to get the single out without Gordy’s approval. Story goes that Gordy was furious that they released the song, until he discovered that it had sold a hundred thousand copies on the first day… then he changed his tune.

Both the single and the album have sold millions of copies and they frequently topped the list of greatest songs and greatest albums of all time. But beyond the charts and the stats, this album endures because it touches people, it moves people, it inspires people. It’s bigger than Motown, it’s bigger than Marvin.

Marvin Gaye would lead a troubled life that ended in tragedy. But this album that he created is a singular perfect piece of art. Nobody can do better than that.

I used a number of sources to research this episode, but my main resource was a book called “What’s Going On” by Ben Edmonds. I think it’s out of print now, might be a little tough to find, but it’s a fantastic book. Highly recommended.

Thanks for listening and for being a part of this journey. The adventure continues in two weeks when we’re back with another new episode. Until then, visit us on Facebook or on Podchaser, where you can leave comments and feedback. And if you enjoyed the show, share it with your friends and follow the show so that you never miss an episode.

We are but one show on the Pantheon Podcast network. Be sure to check out some of their other great shows. And remember to support the artists and the music you love.

Only love can conquer hate. That was Marvin Gaye and “What’s Going On”.

The Temptations’ first #1 Hit on the Billboard “Hot 100” chart was “My Girl” in 1965. 4 years later, they had their 2nd #1 with “I Can’t Get Next To You”, and the difference between these 2 songs tells you a lot about the 1960’s. “I Can’t Get Next To You” features a different lead vocalist, a more aggressive, funky beat and a trippy vibe courtesy of producer & songwriter Norman Whitfield. The early Temptations songs are great, but for my money, they were never better than when they teamed up with Whitfield and created “psychedelic soul”. Let’s listen to each piece of the puzzle that created this masterpiece.

“I Can’t Get Next To You” (Barret Strong & Norman Whitfield) Copyright 1969 Jobette Music Co., Inc. All rights controlled and administered by EMI Blackwood Music Inc. on behalf of Stone Agate Music (A division of Jobette Music Co., Inc.)

Aretha Franklin recorded over 40 albums during her career; this episode, we revisit a song from her breakthrough album, “I Never Loved a Man the Way I Love You” from 1967. This was actually her 11th album (!), but it was the first one recorded for Atlantic Records and it’s the one that made her a legend. Aretha Franklin was probably the single most influential singer of our time– just listen to any episode of American Idol for proof.

Aretha was not only a great vocalist, she was one of the greatest interpreters of songs in history. She didn’t just cover a song, she made it her own. “A Change Is Gonna Come” was Sam Cooke’s finest moment, but Aretha strips it down to its purest form and imbues it with pain, world-weariness, and hope – one of the greatest emotionally cathartic moments on record.

“A Change Is Gonna Come” (Sam Cooke) Copyright Kags, BMI