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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The Temptations – “Papa Was A Rolling Stone”

 Click here to play the episode
"Papa Was A Rolling Stone" (Norman Whitfield & Barrett Strong) Copyright 1972 Stone Diamond Music Corp.

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.