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.

RESOURCES & REFERENCES:

Bands & Artists:

Record Labels & Studios:

Historical References:

The O’Jays – “For The Love Of Money”

Words & Music by Kenneth Gamble, Leon Huff and Anthony Jackson - Copyright 1974, 1982 Warner-Tamerlane Publishing Corp.

This episode, we take a deep dive into one of the funkiest singles ever recorded: “For the Love of Money” by The O’Jays. Join us as we explore the intricate production techniques, the powerful social message, the rich history behind this iconic track. and why this track remains a cornerstone of Philly Soul. Don’t miss out on this deep dive into one of the funkiest hits ever!

“For The Love Of Money” (Words & Music by Kenneth Gamble, Leon Huff and Anthony Jackson) Copyright 1974, 1982 Warner-Tamerlane Publishing Corp.

TRANSCRIPT:

Some people gotta have it, some people really need it… it’s the “I’m In Love With That Song” Podcast, coming at you on the Pantheon Podcast Network. I’m your host, Brad Page, and each episode here, I pick one of my favorite songs and we take a look at it from all angles, trying to understand what makes it a great song. If you’re a musician, great. But you don’t have to be one to enjoy this show. We don’t get into music theory or get bogged down in a lot of technical jargon. We just listen.

On this edition of the show, we’ll be listening to a song that’s one of the funkiest singles and biggest dance floor hits of all time. And I also think it’s one of the most sonically interesting tracks to ever hit the charts. It’s one of the key songs in the Philly Soul catalog and an important piece of R&B history. If you haven’t guessed it by now, I’m talking about “For The Love Of Money” by the O’Jays.

The O’Jays had a long road to the top. Eddie Levert and Walter Williams started singing together in Canton, Ohio as teenagers in church, where so many black artists started their career. Not much money in singing gospel, though, so they moved into the secular world, joined by William Powell, Bobby Massey, and Bill Isles around 1960.

First, they called themselves The Triumphs, then The Mascots, and eventually the O’Jays, named after famed Ohio DJ Eddie O’Jay. But regardless of the name, they had no luck selling Records. They bounced from label to label with little success, scoring a few minor hits that didn’t leave much of a lasting impression. Finally, in 1968, they scored a top ten hit on the R&B charts with “I’ll Be Sweeter Tomorrow”.

None of the singles released after that did much business, though. They seemed stuck amongst the ranks of the lower tier acts, they just weren’t able to break through. Eventually, Bobby Massey and Bill Isles left the group, leaving Walter Williams, William Powell, and Eddie Leverett to soldier on.

But they had begun working with the production team of Kenny Gamble and Leon Huff. And when Gamble and Huff made a deal with Columbia Records and launched their Philadelphia International label, they signed the O’Jays– and that’s when things started to really fall into place.

Gamble and Huff assembled a team of top-notch musicians, including Norman Harris, Roland Chambers, and Bobby Eli on guitars; Anthony Jackson on bass; Earl Young on drums; percussionist Larry Washington; Vince Montana on vibes; and Leon Huff himself on piano. They became known as MFSB. Officially, that stood for “Mother, Father, Sister, Brother”, but unofficially, you can imagine a slightly more risqué interpretation.

With that lineup of stellar musicians, the production skills of Gamble and Huff, plus the songwriting talent of people like Gene McFadden and John Whitehead, you had the perfect team to put together songs for vocalists like the O’Jays to layer their magic on top of. Something great was bound to happen.

Their first masterpiece was a track called “Backstabbers”, released in 1972. It was a huge hit, and I think one of the greatest soul singles of all time.

The “Backstabbers” album followed, and that included a few more classics, including the Song that hit number one both on the R&B and the Hot 100 charts. You know this one– it’s “Love Train”.

As great as the Backstabbers” album was, their next album was even better. “Ship Ahoy” was an album full of politically and socially conscious R&B. The title cut, “Ship Ahoy”, is a nine- minute sonic masterpiece, an unflinching look at the slave trade. It’s one of the most powerful tracks ever laid down. It’s worthy of its own podcast episode.

The album was built around that track as the centerpiece. The album also featured the single “Put Your Hands Together”, and the sonic marvel that is “For The Love Of Money”.

“For The Love of Money” was written by Kenny Gamble, Leon Huff, and bass player Anthony Jackson, who came up with the riff that this song is built on. It features the MFSB lineup of musicians, with the O’Jays on vocals: William Powell, Walter Williams and Eddie Levert. Walter Williams and Eddie Levert trade off on the lead vocal.

The title comes from a Bible verse from the First Epistle to Timothy: “For the love of money is the root of all evil”.

Now, I guess I have to acknowledge before we go further that this song was used as the theme song for “The Apprentice”, which hurts my heart, but don’t hold it against this song. This song was written and recorded over 30 years before that horrible show. It is incredibly ironic, to say the least. And for the record, lead vocalist Eddie Levert demanded that Donald Trump stop using “Love Train” in his campaign, which tells you where the O’Jays stand.

The song was recorded in the fall of 1973 at Sigma Sound Studios in Philadelphia. The way Gamble and Huff would typically plan a recording project would be to record the backing track in one session that might last a day or two. This would usually be a large ensemble with almost a dozen players. After overdubbing, they could end up with 50 to 60 parts.

Gamble and Huff would then take a rough mix of those backing tracks and listen to that over and over while they came up with the vocal parts. Once they worked out the vocal arrangements, then they’d bring in the singers, in this case the O’Jays, to record their parts. After that, any additional overdubs, such as guitar solos, string section, or horns, those would be recorded last in a separate session.

“For The Love Of Money” begins with Anthony Jackson’s bass part, one of the most memorable bass parts ever recorded. The first thing you notice is the heavy reverb on the first half of that bass part, which completely drops out the second time through the riff. That was done during the final mix when Kenny Gamble grabbed the knob for the reverb, cranked it up, and then immediately turned it all the way down, creating a stark contrast in the sound between the first and second halves of that part. It also sounds to me like Anthony Jackson is playing his bass with a pick rather than his fingers.

The other thing you may notice there is the phasing effect on the drums; that was recorded using an Eventide phaser that was a brand new toy at Sigma Sound at the time.

Another stunning effect is the ghostly sound of the backing vocals here. That is a reverse echo effect. Now, remember, this was in the days long before digital recording, when these effects had to be created manually. This was created by studio engineer Joe Tarsia. Tarsia took the tape, put it on the tape machine backwards, and recorded echo on different tracks in reverse. So that when you play the tape forwards, the echo comes before the original vocal.

Then there’s a short instrumental section before the first verse. Conga drums and percussion are added and the horns make their first appearance.

I love that little bass lick there.

Let’s pick it up with the first verse. Listen to how the horns beef up the bass part. They make it even heavier. And notice the guitar that’s using a wah-wah pedal and just chucking the strings.

And we’re gonna get a cool little bass guitar break here on the next verse.

The backing vocals are gonna change it up a bit; before, they were singing “money, money, money. Money’, but now they’re singing “for the love of money”. Of course, that’s the title of the song.

Let’s just go back and bring up the vocals there.

The congas are pretty active in the left channel. Horns are on the right.

Now we’ve come to the bridge. Walter Williams sings the first two lines, Eddie Levert takes the last two.

Here’s the next verse, and listen to how the sound has really filled out. Remember back when the track first started, it was mostly just the bass and the drums. Now you’ve got all kinds of instrumentation going on, plus the vocals, and I don’t think it sounds cluttered. There’s a lot happening, but it’s not overcrowded. Everything sits in the mix really well. It’s one of those tracks where you can focus on any one of the instruments, and they’re all doing something kind of interesting. And of course, the vocal performance is just great.

There’s a short instrumental section.

Here’s a repeat of the bridge. This time, let’s drop the vocals a bit so we can hear more of the backing track, because the band is really cooking here, especially Anthony Jackson’s bass.

Back to the verse section, and now you can hear some sound effects. Not sure if they were created by a synthesizer, but you can hear these swirling and swishing sounds start to appear throughout the song.

And now we hear a new musical refrain added by the horns, and that becomes a key element of the song as we approach the end.

I should note here that we’re listening to the album version of this song. When it was released as a single, it was edited down to 3:42, but the full album version runs about 7:15. Over this extended length, the track, especially that repeating bassline, becomes almost hypnotic, almost like the seductive pull of money itself. As the song says, “Money can drive some people out of their minds”.

Here’s one of the few times when you can really hear the electric piano in the left channel.

And now we get a new refrain from the backing vocals. “People, don’t let money change you.” Which is really the ultimate message of the song.

Let’s bring up the vocals one more time.

“For The Love Of Money” by the O’Jays.

The “Ship Ahoy” album sold over a million copies. It was the biggest selling R&B album of 1974, according to Billboard. But more importantly, it’s a milestone album for Philly Soul; it’s a social message that still resonates today, and it’s the O’Jays’ masterpiece. It’s up there with Marvin Gaye’s “What’s Going On’ in my opinion.  If you don’t have a copy of this album, go get it!

William Powell passed away in May of 1977. At the time of this recording, Eddie Levert and Walter Williams are still with us, and up until recently, were still touring as the O’Jays with Eric Nolan Grant, who joined them in 1995. Kenny Gamble and Leon Huff, they’re still with us, too.

Thanks for joining me for this edition of the “I’m In Love With That Song” Podcast, here on the Pantheon Podcast Network. I’d love to hear from you, so post a comment on our Facebook page or send an email to lovethatsongpodcast@gmail.com. And please, leave a review of the show wherever it is that you listen. That’s always great.

The best way to support this show is to just tell people about it. Share this podcast with your friends and your family. Your recommendations beat any advertising every time. So thanks.

New episodes of this podcast come out on the 1st and the 15th of every month, so look for a new episode then. And all of our previous shows– all 180+ of them– are available on our website lovethatsongpodcast.com, and they’re also in your favorite Podcast app. So there’s plenty for you to listen to until I’m back here again. Thanks again for listening to this episode on the O’Jays and “For The Love Of Money”.

REFERENCES:

The O’Jays
https://en.wikipedia.org/wiki/The_O%27Jays

Eddie Levert
https://en.wikipedia.org/wiki/Eddie_Levert

Walter Williams
https://en.wikipedia.org/wiki/Walter_Williams_(musician)

Kenny Gamble
https://en.wikipedia.org/wiki/Kenny_Gamble

Leon Huff
https://en.wikipedia.org/wiki/Leon_Huff

MFSB
https://en.wikipedia.org/wiki/MFSB

Sigma Sound Studios
https://en.wikipedia.org/wiki/Sigma_Sound_Studios

Ship Ahoy album
https://en.wikipedia.org/wiki/Ship_Ahoy_(album)

Backstabbers
https://en.wikipedia.org/wiki/Back_Stabbers

Anthony Jackson
https://en.wikipedia.org/wiki/Anthony_Jackson_(musician)

Norman Harris
https://en.wikipedia.org/wiki/Norman_Harris

Joe Tarsia
https://en.wikipedia.org/wiki/Joseph_Tarsia

Philadelphia International Records
https://en.wikipedia.org/wiki/Philadelphia_International_Records

Gene McFadden
https://en.wikipedia.org/wiki/Gene_McFadden

Eric Nolan Grant
https://en.wikipedia.org/wiki/Eric_Nolan_Grant