When Bill Withers passed away this April at the age of 81, I put aside the other TBVOs I’d been plugging away at and turned to Withers’s work.
Few artists have produced a three-album run as superb as the one that began Withers’s career: Just As I Am (1971), Still Bill (1972), +’Justments (1974). The list grows to four if you count Live at Carnegie Hall (1973), widely regarded as one of the greatest live albums of all time. Withers recorded five more albums, all for Columbia, before retiring from the music business in 1985. But none topped those first three, recorded for "The Black Godfather" Clarence Avant’s label, Sussex Records, which (unlike Columbia) gave Withers almost complete control over his music.
The first of those albums, Just As I Am, tends to get the most attention, partly because it’s a remarkable debut made all the more remarkable by the fact that Withers was an unknown 32-year-old factory worker at the time of its recording. Produced by the legendary Booker T. Jones and engineered by the legendary-in-his-own-right Bill Halverson (fresh off of engineering previous TBVO pick, Crosby, Stills, and Nash), Just As I Am has received recording-focused writeups in Mix and Wax Poetics, as well as 2014 surround-sound remix. And perhaps the only Withers album to receive a capital-”A” audiophile release is Live at Carnegie Hall, which was remastered for SACD by Mobile Fidelity Sound Lab in 2014.
But I’m not going to focus on either of those releases.
Instead, this edition of TBVO is dedicated to Withers’s self-produced sophomore album, Still Bill. Recorded for a scant $7,500, Still Bill scrapes away some of Just As I Am’s polish, which only lets Withers’s tunes shine brighter. Cut with four former members of the smooth-yet-slinky Watts 103rd Street Rhythm Band serving as Withers’s backing band, Still Bill features some of Withers funkiest and most elemental work, including the hit singles “Use Me” and “Lean on Me.”
Withers’s road to the Grammys and the Rock and Roll Hall of Fame was a circuitous one. Withers was born in 1938 on the Fourth of July in Slab Fork, West Virginia, a town of 200. Raised in nearby Beckley, Withers was one of 13 siblings, only six of which survived infancy. His maternal grandfather had been born into slavery, and Withers’s family had to navigate the complex terrain of race and class in West Virginia’s coal country.
“My family live right beside this railroad track,” he told West Virginia Public Broadcasting in 2004. “And so all the white people lived on one side of the railroad track and all black people lived on the other side of the railroad track. Well, my mother bought a house that was just on the side that she wasn’t supposed to buy it on. But it was, you know, just two houses, two families, you know, that were allowed over there.”
Both Slab Fork and Beckley were company towns with few opportunities beyond coal and little hope for upward mobility. “All the houses were owned by the coal company,” Withers told NPR. “We had a company store where you could buy everything from toothpaste to Tampax.”
The shared exploitation of big coal forced uneasy alliances across racial lines. “Well, if you can stand the humor in it,” he told PBS, “when you come out of the coal mines, everybody’s black. Plus, you’re in a very dangerous situation. People have to have a certain trust for each other, you know, and then people become necessary to each other.”
“My family didn’t have a refrigerator,” Withers explained to the West Virginia Music Hall of Fame, “and the people across the street across the street from us didn’t have a phone. So we helped each other. They gave us ice, and we let them use our phone.”
Withers’s father worked in the mines and served as treasurer for his United Mine Workers union local while running a side business as barber. “He wasn’t a good barber,” Withers quipped, “but he told great stories. I don’t know if he had any rhythm or not, but he could tell those stories.”
His mother cleaned houses. “She was a worker, a very independent and energetic woman,” Withers said. “She sang around the house. I think I got my music thing from her.”
Withers’s parents divorced when he was three. He lived with his mother and grandmother while continuing to see his father every weekend until he died when Withers was 13. “My father died right after he turned 60,” he said. “I think a lot of people died as a result of some kind of coal mine thing. I think was kidney failure or something.”
Withers became the first man in his family not to mine coal. “My social idol was my older brother,” Withers told NPR. "He got hurt in the coal mines. He got crushed by a coal cart. So he wasn’t able to work in there anymore. He was the happiest mailman I’ve ever seen in my life. I always wanted to be as happy as he was.”
A deep empathy and barely submerged melancholy suffuse much of Withers’s best work. In the excellent 2009 documentary on Withers, Still Bill, he confesses, “If I was completely honest with myself, I’m probably a little manic depressive. That’s why I might write some songs that might reach somebody else’s emotions, because I have my own.”
Without overanalyzing Withers, it’s not hard to see how this outlook was shaped in childhood. Withers talked openly about his being a “stutter with asthma” who wet the bed until he was 16, “couldn’t get a girlfriend,” and was told by teachers that he was “handicapped.”
Speaking at a charity event for children who stutter, Withers pointed to his stutter as a source of compassion that stayed with him throughout his life. “One of the ways to deal with the fear [of people laughing at your stutter] is to approach people with a prepared forgiveness,” he told the children. “We have to be more civil than most people that we will encounter. Having had people not understand me, maybe made me wait a little beat to where I can extend something that hasn’t been given to me. And I think that makes you a much bigger person.”
Despite his struggles as a child, Withers attributes his persistent self-confidence to the extended family that surrounded him in West Virginia. “The most that I remember about the people that raised me,” Withers explained in the short As I Am documentary that accompanied the 2005 reissue of his debut album, “and the people in their community — these were coal miners, good people, character people — all they had was the time was the time they spent with you, to convince you that the whole world was wrong about you.”
Few people impacted Withers more in his childhood than his grandmother, who would inspire one of the most affecting songs on his debut album. “Grandmothers tend to gravitate toward the weak kid,” Withers explained in one interview. “I wonder what it would have been like if my grandmothers had been on crack. You can tell how much difference it makes in people’s lives when they get good ones.”
Despite the social support of his small West Virginia community, Withers was eager to escape the fate of the coal mine and see a world that he’d only glimpsed in movies. “I remember thinking about getting out,” he told WNYC’s Anna Sale in 2014. “I knew that in order for me to do what I wanted to do, I had to go somewhere else. I wasn’t going to go in those coal mines. My brothers... my father... I was the first man in my family not to go in the coal mines. And I wasn’t going to go down in there…. I wanted to go somewhere where people were interested in more things than sports and who-can-beat-who arm wrestling. [But] I have an affection for that place and those times.”
Withers enlisted in the Navy after graduating from high school in 1956. “My first goal was I didn’t want to be a cook or a steward,” he told Rolling Stone in 2015. “So I went to aircraft-mechanic school. I still had to prove to people that thought I was genetically inferior that I wasn’t too stupid to drain the oil out of an airplane.”
Despite vestiges of Jim Crow in the armed forces, which President Truman had desegregated less than a decade before Withers enlisted, he consistently characterized his time in the Navy positive, formative experience. “The Navy was good to me. I could eat food in quantities I’d never seen before. I lived real well,” Withers told New Musical Express in 1972.
According to some accounts, Withers first tried his hand at music by singing Johnny Mathis covers with bar bands while stationed in Guam. In other interviews, Withers has said that he didn’t dip his toe into music until he left the Navy. Whatever the truth, after nine years in the service, Withers became “the first black milkman in Santa Clara County, California,” before becoming a computer operator at IBM and, finally, a factory worker at Weber Aircraft in Burbank, California, “installing toilets in Boeing 707s.”
“I had no musical experiences in the Navy…,” he told Puremusic in 2005:
After I got out, when I’d go to night clubs, I was only trying to meet girls. I wasn’t looking for any music. But I started to see people in those clubs, people like Lou Rawls, and Little Willie John near the end of his life, and here’s what made me interested: I remember once this bartender walking up and down the bar, and somebody was late, either Lou Rawls or Little Willie John, and he said, “You know, I’m paying this guy two thousand dollars a week, and he can’t even show up on time.” At that time, I think was working at IBM, and my salary was $102 a week. And I thought, “Wait a minute, they’re paying this guy two thousand a week? He doesn’t even have to get up in the morning.” And it seemed something that was accessible to me. So then I probably started singing in the shower and just kind of seeing if it was something I thought I could do. And I guess there was some latent desire to want to say some things. I probably had some kind of hidden poet buried in my soul somewhere. Sort of a casual interest turned into pursuit.
Withers’s turn to music coincided with shaking his stutter, something that didn’t happen until he was 28. “I realized it wasn’t physical,” he told Rolling Stone. “I figured out that my stutter — and this isn’t the case for everyone — was caused by fear of the perception of the listener. I had a much higher opinion of everyone else than I did of myself. I started doing things like imagining everybody naked — all kinds of tricks I used on myself.”
Withers’s proximity to Los Angeles while working at Weber was intentional. He bought a cheap guitar at a Hollywood pawn shop and began teaching himself how to play between shifts at the factory. “I wasn’t that interested in the singing,” Withers said to the New York Times’ Clayton Riley in 1972. “I felt I didn’t have a very strong voice, and my confidence in that area wasn’t so strong, you know, so I be an thinking of myself as somebody who could be a writer, who could put together a song that made some sense and expressed a lot of the things I felt were important. Then I realized the two things could be combined, I felt singing could do a lot for me as a person, and I knew I could interpret what I wanted to write better than anybody else.”
“I wrote my own songs because I thought that’s the way any singer should go about it,” he told NME in ‘72. “I became very serious about it all. You know, I’d wear a mask to protect my face from the fiberglass dust which was floating all over the place in the factory, and at lunchtime I’d go running to get myself into better physical shape. I guess they thought this guy who wanted to make a record was some kind of nut.”
That Withers was first approaching music at an age when many of the musicians of his generation had already flamed out or passed away mattered little to Withers. “Music was something I decided to do,” he explained to Wax Poetics in 2016. “It was like a guy building model airplanes in his basement. I was fooling around with some things seeing what I could come up with.”
Withers saved the money he made at Weber to record a demo. “I looked on the back of LP sleeves to see which musicians were any good,” he continued, “and I joined the musicians’ union so that I could hire a studio, bring in some players and get to work.”
Charles Wright became Withers’s first key contact in the L.A. music scene. Wright’s Watts 103rd Street Rhythm Band was one of the great, if short-lived, rhythm and blues bands of the era, best known for the hit singles “Do Your Thing” and “Express Yourself.”
Through Wright, Withers met the Watts Band’s multi-instrumentalist and arranger, Ray Jackson, whom Withers would call his “guardian angel” during his 2014 Rock and Roll Hall of Fame acceptance speech. Jackson would provide Withers’s with pivotal help, both musically and professionally, over the next several years. “[Wright and I] were going to record together, but Charles and I didn’t get along,” Withers told Wax Poetics. “Then, I asked Ray if he wanted to work with me on some of my demos. I had the money to record my demos, so that’s what we did together. There wasn’t a long process involved in making my demos because long processes took time and money. My career got started on nickels and dimes.”
Withers began sending tapes to every record label he could find. “It took me two years to get anyone interested in me,” he told Disc in 1972. “I had a hard time getting my songs recognized because no one else was into soft music, at the time it was mostly hard stuff that was selling.”
Withers’s hustling produced a one-off single, “Three Nights and a Morning,” for the tiny Lotus label 1967, which promptly went nowhere.
But thanks to Jackson, Withers’s demos made their way into the hands of Forest Hamilton, head of Stax West in L.A. (and son of legendary drummer “Chico” Hamilton). “Ray played my demos for Forest, then Forest called me up one day and asked me to come by his office,” Withers recounted in 2016. “It was there when he introduced me to Clarence Avant from Sussex Records. It was an interesting meeting because I’d never met anyone like Clarence Avant before. He was the first actual black businessman that I knew. I was trying figure out who he was and what he was all about. Clarence was a deal maker.”
“If it wasn’t for Ray Jackson, you probably would not have heard of Bill Withers,” Benorce Blackmon, former member of the Watts 103rd Street Rhythm Band and Withers’s longtime guitarist told me 1. “Ray made the moves to the right people to get Bill his record deal with Clarence Avant.”
In his autobiography, manager Ron Weisner — who would go on to become Withers’s official unofficial manager — remembered Avant playing Withers’s demo tape for him:
After the hands were shaken and the papers were drawn up, he pulled a cassette tape from his pocket and said, “Mind if I stick this in? This is a guy I’m thinking about signing.”
He popped and hit play. And then we heard The Voice.
There are some singing voices that can be relatively easily described —Janis Joplin is gravelly, Luther Vandross is honey-soaked, Billie Holiday is heart-wrenching — but others, words do not do justice. If you say the singer’s name, that’s enough.
This singer’s name was Bill Withers.
Four bars into the first track, Neil said, “Clarence, if you don’t sign this guy, you’re a fucking idiot.”
Clarence was anything but a fucking idiot, so the contracts were drawn up and inked.
Without this serendipitous string of contacts, who knows if the world would’ve been deprived of Withers’s music. “This business is like moving into a new town,” Withers told Mojo in 2003. “You meet one person who knows another person and so on. I got into it by hiring people to play on demos and the whole thing snowballed. Somebody recommended Charles Wright, who introduced me to Ray Jackson – who also played in the Watts 103rd Street Rhythm Band – who [played the demo for] Forrest Hamilton, who played it for Clarence Avant, and away we go.”
According to Avant, Withers’s demo included the songs that would propel his debut album onto the charts, including “Ain’t No Sunshine,” “Harlem,” and “Grandma’s Hands.” Avant initially envisioned Bones Howe, best known for his work with The 5th Dimension, as Withers’s producer. But Stax head Al Bell recommended Booker T. Jones, of Booker T. & the M.G.’s. “I was a Bill Withers fan back from when I first heard his demo,” Bell said later. “First, he had an absolutely unique voice. Second, just about every song was a story. I knew Clarence from before he had Sussex — we were close friends— so I made Booker T available.”
“Clarence Avent sent him out to my place in Malibu to evaluate the songs,” Jones told Mojo. “[Withers] came out in the morning and sang practically all day. The songs were all good, so Clarence and I worked out a deal. He gave me what was a lot of money at the time, which I used to buy a really nice ranch in Malibu, but no points on the record.”
Jones assembled an all-star backing band for what would become Just As I Am, including M.G.’s Donald “Duck” Dunn on bass and Al Jackson Jr. on drums. Flying Burrito Brother Chris Ethridge and legendary session man Jim Keltner played additional bass and drums, respectively, while Motown’s Bobbye Hall added additional percussion. Stephen Stills also contributed guitar, while Jones himself added keyboards and guitar.
Sessions for Just As I Am began at Wally Heider’s Hollywood studio, with Halverson (who was interviewed for TBVO six) serving as engineer.
“Bill came right from the factory and showed up in his old brogans and his old clunk of a car with a notebook full of songs,” Jones told Rolling Stone in 2015. “When he saw everyone in the studio, he asked to speak to me privately and said, ‘Booker, who is going to sing these songs?’ I said, ‘You are, Bill.’ He was expecting some other vocalist to show up.”
“Fortunately, Booker T. brought out the M.G.’s minus Steve Cropper, the guitar player, and Stephen Stills was a friend of his, so he was nice enough to fill in there,” Withers told Wax Poetics:
They had a lot of experience because they played on all those Stax records. They were well prepared, so it didn’t take a lot of time. They heard the tune and played it. They were very experienced session musicians. I was the only novice in the room. They were great musicians, and we had good chemistry. I usually arrived at the studio after working. I went into work at seven o’clock in the morning and got off in the early evening. It was a typical workday. It wasn’t practical for me to take off from work to record when I could do it after work. The only people in the studio when we were recording were the session musicians, engineer, and Graham Nash. Graham Nash, from Crosby, Stills & Nash, came by and sat in front of me when we were recording. He was encouraging. I think he was half drunk at the time. [laughs] The studio wasn’t a hangout place. If you weren’t working, there was no need for you to be there, at least in my sessions. I didn’t want any of that bullshit. With me, since I had my own songs, everyone would be looking at me asking me what we were going to do. Even though I was new, I had to be in charge because they were doing my music and songs.
One of the Just As I Am’s most distinctive sounds came from “novice” Withers taking charge. “When we were going to do the session that afternoon, some of the gear showed up first…,” Halverson remembered:
We were all setting up and Bill finally shows up. He had a guitar case in one hand and one of those high back dining room chairs in his other hand. He was a big guy. He asked, “Where do I set up?”… He sat his stuff down. He said, “I got something else I have to get out of the car.” So he went back out and came back in, and he had this big platform box. It was about four inches deep with no bottom on it just a wood top. It was four feet by four feet. He lugged that thing in and sat it down in the middle of the room because he was going to put his chair on top of the box. I thought it was a little bit crazy…. At one point, Mr. Withers called me over and he pointed down at the box. He said, “You have to mic the box.” I thought it was a crazy idea. I was really well trained to know if a producer or artist wanted something, I didn’t question it I just did it. So I went and got a couple more mic stands, mics, tables, and stuff. I put some mics near the box, and I went back into the control room to finish setting up. It was strange from the beginning, but I could tell he didn’t have much studio experience. I gave him what he wanted. When he would be sitting there playing and singing, I’d go out there and adjust the mics to get them where I wanted them. I’d go back and listen to it, and if it finally sounded good, I left it alone. The fun part is when you listen to “Grandma’s Hands” and “Ain’t No Sunshine,” all that tapping isn’t Al Jackson on drums, it’s Bill tapping his feet on that box. He could’ve been practicing that technique in his dining room for five years for all we know. It’s fun to listen to because it’s predominant in both songs.
Foreshadowing the financial issues that would lead to Sussex’s bankruptcy in 1975, Just As I Am was recorded on a shoestring budget of $3,600 and marred by interruptions. “We started off recording the album at Wally Heider’s studio in Hollywood, then we got kicked out of there because the bills weren’t being paid,” Wither told Wax Poetics. “So I didn’t know if I was going to be able to finish the record or not. I wasn’t very happy about it. About six months later, I received a call saying that we could finish my record. We recorded the second half of my album during one studio session because there wasn’t any money. It wasn’t this smooth process where you go in and make a record…. It was a shaky process. I didn’t know Sussex Records didn’t have the money to make the album.”
Uncertain of whether his deal with Sussex would produce any tangible results, Withers continued working at Weber Aircraft. But Withers’s precariousness inadvertently shaped the album’s iconic cover, which shows Withers, clad in faded jeans and a tan t-shirt, holding his lunch box outside of Weber. “I was still working in the factory at the time and that shot was taken during my lunch-hour because that was the only time we could find to do it,” he told NME. “My co-workers were making fun of me,” he added to Rolling Stone. “They thought it was a joke.”
Just As I Am was released in May of 1971, and by November, when Withers’s was asked to appear on The Tonight Show Starring Johnny Carson, his soon-to-be-former coworkers surely weren’t laughing anymore. “I had been working at Weber aircraft, and I got laid off,” Withers’s explained in the Still Bill documentary. “Then, you know, ‘Ain’t No Sunshine’ started appearing on the radio and stuff. And it’s funny because I got two requests in the same day. I got a letter from my job saying that I was called back to work, and I got a request to do the Johnny Carson show…. People in my own family were probably surprised when I was on the radio. People I’d been in the Navy with, people I’d worked in a factory with, people that knew me were probably going, ‘Is that that same guy?’”
“Harlem” had been the first single from Just As I Am, but disc jockeys began flipping it over to the B-side, “Ain’t No Sunshine,” which peaked at number three on the Billboard Hot 100 in September of 1971.
Overnight, Withers went from a 32-year-old factory worker to a Grammy-nominated musician. “New words started to enter my life that had never been there before, like ‘handsome,’” Withers quipped in Still Bill. “Boy, you sure do get better looking when you get a hit record.”
But Withers was always uncomfortable with his late-found fame. “I wasn’t socialized as a musician,” he told NPR in 2015. “It wasn’t the only way I knew how to live. You figure I was in my 30s when I started doing this. Now, most people that do this, they start practicing in their basement when they’re 6 years old. I just happened to do some other things [first].”
Weisner had a hard time convincing Withers to attend the 1972 Grammys, where he ended up winning Best R&B song for “Ain’t No Sunshine.” “Bill Withers…was just like his songs: understated, thoughtful, spiritual, laid-back, and classy,” Weisner wrote:
Bill was also quite shy…. [A]fter he went from being Bill Withers to BILL WITHERS, we often laughed about the fact that not more than a year before, he was making toilets for airplanes…. Even though he was shy, Bill was so kind that if a stranger asked him about one of his songs, he’d offer a twenty-minute answer, because his desire to tell a story trumped his bashfulness. While he enjoyed performing, he intensely disliked touring. Even when he was winning Grammys and topping the charts, I used to think if he had his druthers, he’d be happy staying in LA, playing a show once every two months, and that’s that. But he was so agreeable that he did what we needed him to do with little complaint . . . most of the time.
A running theme in Withers’s interviews, starting right from when he first burst onto the national and international stage, is a sincere self-deprecation and skepticism towards the very idea of fame. “I don’t want any of that phony showbusiness stuff,” Withers said to NME in 1972. “At 34, I know what kind of person I am, and there’s little chance of me changing. So many people in this field have ego problems, but I don’t sympathize. I mean, everybody’s so nice to you, you’re overpaid, you’re overpublicized, and you have to consider yourself very lucky, you know? Besides, there are a lot more important jobs around than making music and I don’t think what I’m doing now is any more important than when I was making toilets. I’d rather not sing for a month than not go to the toilet for a month.”
“I think values are sometimes upside down, you know,” Withers said during his December 1971 appearance on NET’s pioneering black variety show Soul!. “A guy that picks up garbage, for instance, is needed more than a guy that plays baseball, [yet] he doesn’t receive as much notoriety. But I would rather see my garbage gone than to see some cat hit a ball and 500 feet, you know.”
“My heroes aren’t entertainers,” Withers told the Washington Post in 1972. “My heroes are teachers, scientists. They’re the important ones.”
When Soul!’s producer, Ellis Haizlip, referred to Withers’s as a “disposal engineer” at Weber, Withers quickly corrected him. “Man, I wasn’t an engineer!” he interjected. “I was an assembler. I don’t have any education at all, you know, other than the kind you get just walking around.”
For good reason, Questlove has called Withers “the last African American everyman.” “Jordan’s vertical jump has to be higher than everyone. Michael Jackson has to defy gravity,” he observed to Rolling Stone. “On the other side of the coin, we’re often viewed as primitive animals. We rarely land in the middle. Bill Withers is the closest thing black people have to a Bruce Springsteen.”
If by the early-1980s Springsteen would widely be seen as the voice of the white working class, Withers subtly accomplished the same for the black working class a decade earlier. “My most lasting memory of Withers’ music is actually a memory of my father,” Mark Anthony Neal, a Duke professor and one of the most incisive scholars of black popular music, wrote shortly after Withers died:
It was a rainy summer afternoon in the mid-1970s, and I know it was a Sunday because my dad worked six days a week. As I sat on the living room floor, my dad sat in the dark on the couch — a glass of dark liquor nearby — and listened to Bill Withers’ Live at Carnegie Hall…. Years later I would go back to that album, listening to Withers’ brilliant anti-war anthem, ‘I Can’t Write Left Handed”; “Let Me in Your Life,” which Aretha Franklin covered later that year; and the closer, which combined Withers’ own “Harlem” with the Isley Brothers’ “Cold Bologna.” I realized that Bill Withers wrote songs for people, often black folk, who weren’t so enamored with transcending the pain in their lives as they were just finding a moment or two to live through the pain, like my father that day on the couch. Bill Withers music gave folk the license to own their pain, and thus own the joy that came with the dawn.
While Withers would tackle political topics in songs like “I Can’t Write Left Handed,” he tended to filter any social or political commentary through personalized storytelling. “It’s hard to convey a social message in a song,” he told NME. “You can share something you already have in common with somebody in a song, but somebody who’s not interested in the black situation, you won’t change their minds by singing it to them. They’ll just change the radio station. I play political benefits, sure, but I keep my political participation separate from my musical participation. My music is morale music, not message music.”
This dynamic imbued Withers’s music with a multivocal quality.
Take “Grandma’s Hands,” Withers’s lilting-yet-insistent second single from Just As I Am. Withers described the song to Haizlip in personal terms:
I’m one of those very lucky people who was born in a very small place where everybody knew everybody. One person that everybody knew is “grandma,” [who] happened to be my real grandmother. And I held that high position of being grandma’s number one person in the whole world. I could do anything. Grandma would say, “Don’t y’all hit that baby. That’s grandma’s baby.” Grandma had a way of sneaking up behind you when you weren’t looking and layin’ an old piece of candy on you that had been laying around her room for about six or eight months or so. And grandma had a more useful side. At that time, contraceptives weren’t too well-known in that area, and a lot of times young girls would be expecting children without the benefit of having husband. And they would always come to grandma and sit on the floor at Grandma’s feet. And grandma would rub their heads and say, “I’m gonna pray for you, baby.” I guess grandma’s prayers went were mine and yours and everybody else’s ago, but it seemed like grandma could just pray a disease right out your body. I really, really dug my grandmother.
Yet “Grandma’s Hands” moved civil rights leader and Lyndon Johnson’s Assistant Attorney General Roger Wilkins to write about song in the New York Times in 1974, reflecting on his grandmother and the place of grandmothers in African American life. “Bill Withers is a black man,” Wilkins began, “and he sings brilliant and moving songs…. He sings one song called ‘Grandma’s Hands.’ One day recently, a friend of mine and I were listening to it and she said, ‘You know, black people have a thing about grandmothers. We’re always talking about grandma.’”
Jones echoed the same sentiment talking to Mojo in 2003. “[Withers] was the only one from that time period who was making an authentic definition of certain aspects of black culture: how important that grandma was…,” he said. “He indicated the vulnerability inside himself; and he had that combination of the spiritual aspect and the strong work ethic. And he had the poetic element; beautiful images that he conjured without effort. He was always painting a little picture in your mind. There was no poet at Stax like Bill.”
Speaking in the As I Am documentary that accompanied the DualDisc reissue of Just As I Am, Withers put the song into a broader political context. “People say well, what made your grandmother that memorable to you?” he explained to interviewer Elvis Mitchell. “When you birth a black child you take on the world, brother. Because you have to convince that child that everybody that thinks all that shit about them is wrong. How hard must it be to lift somebody else up when somebody is beating you down?”
Yet nothing about “Grandma’s Hands” prevented it from crossing over to white audiences (or being covered by countless artists, including Barbara Streisand). Indeed, “Grandma’s Hands” placed higher as an Adult Contemporary single than as an R&B single. Likewise, “Ain’t No Sunshine,” despite winning (only) the Best R&B Song Grammy, placed higher on both the Adult Contemporary and Hot 100 charts than on the R&B charts.
Withers’s music evaded simple categorization, much to the puzzlement of journalists, station owners, industry execs. “When I made my first record, the black stations in L.A. said it was too white; the white stations said it was too black,” Withers told the Washington Post in 1976. As the New Yorker’s Sasha Frere-Jones noted in 2010, “‘Harlem,’ the brilliant A-side that was unjustly ignored in 1971, modulates steadily upward in key in the course of its eight verses, pounding forward on a square beat that, while propulsive, sounded nothing like the R. & B. or funk of the time.”
Withers bristled at the advice of those industry insiders he derisively called “blaxperts,” who wanted Withers to tailor his sound for soul and R&B market by adorning his songs with women backup singers and James Brown-style horns. “I remember when I was trying to get into the record business, I had an acoustic guitar and I couldn’t get a contract,” Withers explained to the Post. “They wanted me to scream and carry on.” Most record companies, he told Haizlip, “didn’t want me to do anything quiet. They had this rhythm and blues syndrome in their mind with the horns and the three chicks and the golden lame suit.”
Writers likewise struggled to describe Withers’s sound. While the ‘60s and ‘70s featured a smattering of primarily acoustic black artists — including Richie Havens, Terry Callier, Don Crawford, or Lou Bond — most had one foot in either folk or jazz, and few reached the commercial heights that Withers did.
The obvious points of comparison for Withers were the singer-songwriters of the early-’70s. But attempts to place Withers in this milieu while accounting for race led to some genuinely cringeworthy writing. Take this 1972 piece, “Today’s New Rock Crooners,” by the New York Times’ Joel Vance:
Over the last few years a type of rock figure has appeared whose roots go far deeper than those of rock. Most often he or she is described as the “singer‐songwriter,” the “balladeer,” “minstrel,” or “folk rocker.”
But these people — among them James Taylor, Joni Mitchell, Carly Simon, Cat Stevens, Rick Nelson, Rod Stewart, Bill Withers, Neil Young, Neil Diamond and, yes, Barbra Streisand — belong not so much to rock and roll as to the age‐old tradition of the “star”….
Bill Withers is, in his own way, even more remarkable. He is black, but in a time when many black performers find it easier and more prestigious to emphasize their blackness rather than their talent, Withers is a true individual. He goes his own way. Without hammering on his ethnic background, Withers writes and sings simple, direct songs which have worldwide appeal. In addition, he is a charming personality who inspires good fellowship along with finger‐snapping.
Less racistly, the Times’ Mike Jahn, tentatively dubbed Withers’s sound “soul folk music” before concluding, “It feels good to run out of pigeonholes sometimes, to encounter a performer who makes categorization difficult.”
“Bill at the time to me was a ‘folk singer’ in the style of Richie Havens,” Blackmon told me. “He came out, sat on a stool, and sang…. I remember Paul Williams, the guy who wrote ‘We’ve Only Just Begun’ for The Carpenters one night when we were playing at the Troubadour calling Bill a ‘street poet.’ I think Bill was alright with that.”
“I think the reason [writers struggled to label me] is that I do too many things to be classified,” Withers mused to Disc in 1972. “For instance ‘Do It Good’ on the first album is jazz, while other things on the album are almost blues. I just like all kinds of music, and I’m influenced by it all.”
Withers’s ineffable eclecticism stemmed, in part, from his West Virginia upbringing. “It was kind of a de facto Integration where I was,” he told Sale. “So when I went over and played with the white kids, then I listened to the music they were listening to. So I was influenced by Little Jimmy Dickens. I heard all that stuff…. [and] when I went on the other side of the tracks to play with the black kids, then I heard the blues coming out of somebody’s house or with the church and you heard that. So all of those things kind of leak into your psyche.
“There wasn’t that much radio back there,” he expanded to Performing Songwriter in 2004. “Mostly country music. And there was music in the church, and whatever they taught you at school. And then there was the old Frank Sinatra/Nat King Cole genre type music. So, whatever I could stand to listen to, I listened to. I don’t think I was that conscious of it then, because I wasn’t really doing any music or anything. It was just something to listen to. I liked gospel music like The Five Blind Boys, because when we were kids, that’s something that we could do without owning any instruments. You just get three or four guys that want to try to harmonize and you could do it.”
As West Virginia Music Hall of Fame Director Michael Lipton explained after Withers’s passing, “When we talk about West Virginia music, we use him as an example — was it rock, was it soul, was it folk? It was all of those things. That’s the weird, beautiful thing about West Virginia. It’s hard to describe. There’s something about it that’s deep and soulful.”
“People think all black people are street guys,” Wither told the Post in 1991, “but you can’t be a street guy if there aren’t any streets. I grew up in a small town and all we had were roads. I’m a rural guy, so what comes out of me is rural. Nothing can come out of us that isn’t in us already, and what comes out in my songs is the simplicity I gained from my childhood.”
The upside of Withers’s multifarious sound was that, during his time at the hands-off Sussex, Withers was able to release music that could effortlessly appeal to the black working class, the white middle class, and beyond. The downside was that, once Sussex folded and the “blaxsperts” intervened, Withers’s releases were both artistically and commercially less successful, much to Withers frustration.
“Categories are mostly a bunch of crap, anyway,” he vented to the Chicago Tribune in 1978. “It’s just a social convenience. I’ve been called everything: a soul singer, a black folkie. Now what the hell’s a black folkie? To me, life is too short to get involved in analyzing everything, and I’m not going to confuse myself trying to analyze one of the few things in life I really love, which is my music. So I don’t care what anybody calls me just so long as they call me…. R&B, soul, folk, who cares, man? I’m just glad I’m not in an unemployment line somewhere.”
Following the unexpected success of Just As I Am, Withers’s needed to put together a touring band. He again turned to Jackson.
By 1970, the nucleus of the Watts 103rd Street Rhythm Band consisted of Jackson, drummer James Gadson, bassist Melvin Dunlap, and guitarist Benorce Blackmon. Gadson was doowop singer from Kansas City, Missouri, who picked up the drums at 21 after leaving the Air Force. A jazz drummer by training, Gadson hooked up with Charles Wright, who was having trouble finding an R&B drummer for the nascent Watts 103rd Street Rhythm Band. Dunlap grew up in Cleveland, Ohio, then moved to Los Angeles after serving as the touring bassist for The O’Jays. Like Withers, he worked in a factory in L.A. before getting the gig with Wright and the Watts Band. Blackmon hailed from Seattle, Washington, where he received his first guitar lesson from Jimi Hendrix. “When I was in the 2nd grade at Horace Mann Elementary School, the teacher put me with this little boy to pall around with who would tell me ‘My brother can beat you playing guitar,’” Blackmon told me:
That little boy was Leon Hendrix. His big brother was Jimi Hendrix . I would see him around or hear he was playing at different places in Seattle. Then one day I was sitting on the steps my mother’s house trying to make some kind of sense out of this guitar…[and] up the hill comes Jimi Hendrix. He asks me, “Can I play your guitar?” I said, “Yeah.” He played a simple G chord — the notes G, B, D. I said, “Hey man, show me that.” It sounded like a symphony. He did [and] so that simple G chord was my first guitar lesson.
Blackmon went on to play in several bands, including one managed by Quincy Jones, before moving to Hollywood in 1969 where he joined Salt’N’Pepper, fronted by a young Rick James. When original Watts Band guitarist Al McKay left to joint Earth, Wind, and Fire, Blackmon stepped in prior to the recording of Express Yourself, the title track of which would become the Watts 103rd Street Rhythm Band’s biggest hit.
But despite the Watts Band’s growing success, Jackson, Gadson, Dunlap, and Blackmon were bristling at their role in the group, which evolved from being billed as the Watts 103rd Street Rhythm Band to Charles Wright and the Watts 103rd Street Rhythm Band. “It had gotten where, you know, the business wasn’t cool as far as royalties and getting paid…,” Gadson told Joe Wong of The Trap Set podcast in 2015. “It got really sour…. He would have us two to a room and he’d have the valet room by himself keeping the money. We didn’t know how much we made. I mean…we opened up for The Temptations at that time who were big. They had Psychedelic Shack out and ‘Cloud Nine’… Were one on tour for I think two months or four months, and when I got home I had $117.”
By the time Withers reconnected with Jackson, after the success of Just As I Am, the core of the Watts Band was ready to move on. “At that time we were doing a lot of recordings for different artists,” Blackmon explained. “‘Ain’t No Sunshine’ was just starting to break, and he needed a band to play with him at MacArthur Park. The Jazz Crusaders wouldn’t play with him. So he asks us, and the rest is history. He paid us $50 dollars [apiece for the MacArthur gig] with a promise that he would make it up later…. We started touring the same way. I get the call [from Jackson saying that] Bill wants us to go on the road. I think we went to New York that first trip, and we were playing songs off that Just As I Am album.”
While staying true to the original spirit captured on Just As I Am, the Watts Band made the tracks from Withers’s debut leaner and funkier than the polished-bordering-on-syrupy studio versions, as both the officially released Live at Carnegie Hall and TV appearances on programs like Soul!, BBC In Concert, and Musikladen illustrate.
“Bill walked into a ready-made situation,” Blackmon told the Village Voice in 2015. “We were already a working band — it wasn’t like we had to learn anything. We used to rehearse in James [Gadson]’s garage. Bill would say, ‘We were the original garage band.’ That’s where all the songs came out of: James’s garage. We just brought out the garage to the stage.”
“We [Jackson, Gadson, Dunlap, and Blackmon] would woodshed as they call it,” Gadson explained to Wong. “We’d been practicing. So we eventually got with Bill, and we’d be in my garage rehearsing with Bill. We rehearsed the Just As I Am album [for the tour].”
“They became my touring band and my soul mates,” Withers said in his Rock Hall speech. “To say we grooved does no justice to the vibe we had.”
Sussex had planned on following up Just As I Am by once again pairing Withers with Booker T. Jones as producer. But Withers’s work with the erstwhile members of the Watts Band in the garage and on the road conspired with Jones’s busy schedule to put the follow up to Just As I Am into Withers’s own hands.
Withers was unwilling to wait for Avant to line up a new producer and thought that he and the former Watts Band could do it themselves. So Sussex granted Withers and the Watts Band the three hours of studio time as an appeasement to see what they could do on their own.
“They were trying to find a producer for Bill because by that time Booker T Jones…was producing Willie Nelson 2,” Gadson told the German Eiblinski Drums podcast earlier this year. “And so they gave bill three hours of studio time from what I heard. When we were in Tacoma, Washington, I was working on that ‘Use Me’ beat…[and] Bill heard this [beat]. Boom! We come back to the studio. He came and picked me up…[and] we did 100 miles an hour to the Record Plant…on [West] Third Street, right off of La Cienega…. [We] cut the track, and then next thing I know that he put some lyrics to it…. Then we did an album.”
“Gadson was a little late,” Withers told Waller, “so we went flyin’ down La Cienega Boulevard to get to the studio and we put down ‘Use Me’ and a couple of other things. I took the tape to Clarence to play it for him and he wasn’t sure. But Al Bell happened to the in the office and told Clarence, ‘This is great!’ And that’s how we got to go in and do that record. We just moved from Gadson’s garage into the studio. That was my favorite recording experience.”
“The experience with Booker T was a good one,” Withers told Riley in ‘72, “but a few things about it, things I don’t think need to be aired publicly, left me a little unhappy. I work a little more independently now, with my own musicians, with just my own songs, and a more personal touch on my part in the arrangements and the overall production.”
According to Withers, the budget for what would become Still Bill increased from Just As I Am’s $3,600 to a still-paltry $7,500. “We cut that whole Still Bill album in eight hours for $7,500,” he said in 2003. “I loved that band.”
In order to hit the ground running when the entered the studio, the band crafted the songs and hammered out the arrangements in Gadson’s garage, where time came a lot cheaper than at the Record Plant. “That whole Still Bill, album came out of James Gadson’s garage,” Blackmon told me. “That where everything was created. People would ask about the arrangements — about 95 percent of the Still Bill album was improvised, or Bill would come in and start playing something on guitar and we would jump on it… We basically could play anything we wanted just so long as we didn’t get in each other’s way.”
Like the Watts Band-backed live versions of Just As I Am’s songs, the Still Bill album is looser and more propulsive than Withers’s debut. With the help of “boogie engineer,” as Withers put it, Phil Schier and fellow engineer Bob Hughes, Withers, Jackson, Gadson, Dunlap, and Blackmon crafted an album that is less sonically perfect, but much more immediate, than Withers’s debut. “Phil and Bob were the hot recording engineers at the time…,” Blackmon told me. “[And] the Record Plant was the happening spot for recording.”
By the time Withers and his new band decamped to the Record Plant West, it had already become one of the most technically sophisticated studios in the world.
Opened in 1969, one year after New York’s Record Plant, co-founder Chris Stone billed the West Coast branch of the burgeoning Record Plant empire as “L.A.’s First Hunchy Punchy Recording Studio” on the invitation to its star-studded opening gala. The invitation itself was a brick, which invitees were instructed to sign and hand to a tuxedoed bricklayer as they entered. The bricklayer then used the autographed bricks to build the studio’s lobby wall as the party unfolded.
On the recommendation of Jimi Hendrix, Stone and Record Plant co-founder Gary Kellgren, a famed studio engineer, hired TTG Studios’ Tom Hidley to design the studio. Among other innovations, Hidley was known for creating the first 16-track recorder by increasing tape width to two inches. At the Record Plant, Hidley devised studio monitors with two woofers (one active, one passive) that could produce something close to a full-range frequency response. Initially outfitted with 16-track machines, Hidley designed and installed L.A.’s first 24-track machine at the Record Plant West in 1970 at a cost of $42,000. (Stone remembers that the 24-track was used on very few albums during the first few years after its installation, and Blackmon told me he remembered using a 16-track machine on Still Bill.)
Schier and Hughes, for their part, worked on Still Bill following stints engineering for the likes of Captain Beefheart and Hendrix, respectively.
What Withers, Jackson, Gadson, Dunlap, and Blackmon — who jointly shared production credits — accomplished in that brief time at L.A.’s Record Plant is nothing short of remarkable. Despite the Record Plant’s technical sophistication, Still Bill has the relaxed, unfussed-over feel of the garage where the songs were born.
The album opens with “Lonely Town, Lonely Street,” and Still Bill’s loose tone is set by the faint sound of Withers’s instructing what sounds like “put that down” as the Watts Band jumps in behind his choppy acoustic to propel the song forward.
While Withers’s acoustic sits in the center channel, the song’s foundation is Blackmon’s electric riff, which is doubled by Dunlap on bass, and tripled by Jackson on piano. “I remember recording ‘Lonely Town, Lonely Street,’” Blackmon said. “Bill told me to play that lick, and basically everyone played that lick but James.”
Both Blackmon and Jackson add their own fills and flourishes on the riff, as Dunlap holds the song together with Gadson and his relaxed-yet-infectious 16th-note hi-hat rhythm, Gadson’s specialty.
Two words that come up over and over in interviews with Jackson, Gadson, Dunlap, and Blackmon about how they played together are “groove” and “pocket.” “When we got with Bill, we would just fall into grooves, fall into the pocket,” Dunlap told the Village Voice. Or, as Blackmon explained to me, “We could groove and that’s what the people felt — the groove and the story in the groove that made them say, ‘Yeah!’”
“You know, my thing is pocket,” Gadson told the Eiblinski podcast. “It was the hardest thing in the world for me was the play fours. Man, that killed me. I couldn’t do it.” “But I dug the 16th notes,” he elaborated to the Drummer’s Resource podcast’s Nick Ruffini. “You know, I dug those for some reason or another. The four’s just sound boring. So as I was developing into an R&B drummer, I wanted to play the 16th notes over the fours [where] ain’t nothing moving.”
A sensuous string arrangement by Jackson — mixed further back than most of the strings on Wither’s debut — fleshes out “Lonely Town, Lonely Street,” providing a foundation for Withers’s impassioned vocal. Like several tunes on Still Bill, it’s hard not to interpret the song’s opening quatrain (“You can live your life in a crowded city, You can walk along a crowded street / But the city really ain’t no bigger, Than the friendly people, friendly people that you meet”) as Withers’s grappling with all the good and bad in his newfound success.
The second track on Still Bill, “Let Me in Your Life,” is the album’s gentlest cut. Based around Withers’s acoustic and Jackson’s electric piano and lush string arrangement, “Let Me in Your Life” is a lullaby to a reluctant partner, pleading for her trust. As Withers explained to the audience at Carnegie Hall, “A lot of cats get up in an age around in their early thirties, and they start to think of, like, lifetime companionship. And that’s when they start to meet ladies who are not too prone to trust anybody, and they got plenty of history to prove to you why they shouldn’t trust anybody.” Like so many Withers songs, within two years, “Let Me in Your Life” would be covered by Esther Phillips, Aretha Franklin, and Lou Bond, among others.
The album’s musical and lyrical tone changes markedly with the third track, “Who Is He (And What Is He to You)?” A dark, paranoid accusation of infidelity, the song is lyrically like nothing else in Withers’s catalog. “Stan McKinney sent those lyrics to me in the mail,” Withers told Mojo. “I’ve gotten a gazillion things in the mail and that’s the only one I’ve ever done something with, because I could see it.”
Driven by a halting riff played by Dunlap on bass and doubled by a low-mixed acoustic in the right channel, “Who Is He” conveys a subtle sense of foreboding. Jackson adds clavinet flourishes while, aside from a few ominous bends that pan from left to right in the intro, Blackmon keeps his powder dry until a stupendous wah-drenched solo in the second half of the song. “I [initially] played the wah-wah pedal the whole song,” he told me, “but our thinking [was that] it would be more effective on the last two verses.”
Combined with Jackson’s dramatic string arrangement, Backmon’s hip wah playing gives “Who Is He” an inescapable Blaxsploitation vibe. (For good reason, Quentin Tarantino used it in his 1997 Blaxploitation homage, Blaxploitation.) And it, too, proved to be a popular song among other artists, with Gladys Knight, Della Reese, and Tamiko Jones all released gender-flipped cover versions by 1975.
Next up is the song that convinced Avant to let Withers, Jackson, Gadson, Dunlap, and Blackmon to produce Still Bill themselves. “Use Me,” as noted earlier, was based around a dynamite drum beat from Gadson, which Drummer Café’s Bart Elliott described as a “funky soul groove…with straight sixteenth-notes on the hi-hat and linear, quasi-paradiddle figures between the snare (cross-stick) and kick drum, [and]…interplay between the kick and snare [that] varies from phrase to phrase, flowing with the music and lyrics.”
Consideration Gadson’s role in the song’s creation, the lack of songwriting credit on “Use Me” irked Gadson, whose experience with Wright was fresh in his mind. “I asked [Bill] for a piece of ‘Use Me,’” Gadson told Wong, “and he told me, ‘Well, hey man, the drum part wasn’t that important. It was the clavinet that was important.’” “Bill’s a good friend of mine, I love him and all that,” he elaborated in the Eiblinski podcast. “But I didn’t get credit for ‘Use Me’ or ‘Kissing My Love’ — those two drum songs — and everybody else in the band got credit for something and I thought I should have got credit for sure…. But, you know, I’ll forgive him.”
The clavinet hook referenced by Withers was crafted by Jackson. “That was Ray Jackson’s riff…,” Blackmon told me. “The thing that made Ray so good [was that] he wasn’t [just] a piano player, he was an arranger, and trombone player. But when he played piano, he played just what was needed, and on top of that he was real funky. Listen to ‘Use Me.’ Need I say more?”
Between Gadson’s drums and Jackson’s clavinet hook, one could make a good case that both should’ve gotten credit on the song, which is credited solely to Withers.
“Use Me” creates sonic space for Gadson’s drums and Jackson’s clavinet, which is high in the mix and panned hard left, by pushing Dunlap’s bass comparatively back in the mix and including only a sparse acoustic rhythm guitar track in the right channel. “I remember the first time I heard ‘Use Me’ in Bill’s hotel room on a cassette recorder,” Blackmon said. “It didn’t have words yet — just James, Melvin. and Ray. I told Bill, ‘That’s a hit!’ I was gonna play guitar on it, but it already had that something.”
Lyrically, “Use Me” continues with “Who Is He” as a break with Withers’s sensitive guy image. But this time the lyrics were penned by Withers himself. “My friends feel it’s their appointed duty,” Withers growls at the beginning of a passionate, acrobatic vocal performance. “They keep trying to tell me, all you want to do is use me. But...if it feels this good getting used, you just keep on using me until you use me up.” Surely Withers’s sexiest song by that point, “Use Me” could’ve fit easily on Marvin Gaye’s seminal (ahem) mid-’70s albums, Let’s Get It On and I Want You.
“That’s just talkin’ trash,” Withers told Rock Cellar in 2015:
That’s just a song about being a little playful, a little arrogant and a little cool…. I was a chronic stutterer until I was twenty-eight. I avoided the phone. So I wasn’t this popular guy. I remember being young, and I would have girls tell me, “You’re too nice.” I didn’t understand that. What kind of twisted world are we in? Women like bad boys, I guess. There is no more confusing form of rejection than for somebody to tell you that you’re not interesting to them because you’re too nice. So over the course of time, you say okay, you wanna play, okay, let’s play? ‘Use Me’ taps into that. I tried to be nice, now let’s get nasty. That song came quick. I was working in McDonald Douglas out in Long Beach and the noise of the factory, they had some women working there. I crossed that line there thinking, “You all want a nasty boy? Well here I come.” (laughs).
“Use Me” became the second single off of Still Bill, reaching number two on both the Billboard Hot 100 and R&B charts. Like the previous two cuts on Still Bill, “Use Me” has been covered dozens of times — in almost every arrangement imaginable — by artists like Esther Phillips, The J.B.’s, Isaac Hayes, Liza Minnelli, Scott Walker, and Ike & Tina Tuner, among others. It’s also been sampled by numerous artists including, most notably, Kendrick Lamar.
“Lean on Me,” Withers’s most iconic song and Still Bill’s first single, ends side one of the album. Like “Grandma’s Hands,” “Lean on Me” is remarkable because it’s a deceptively simple, poignant song about a topic rarely discussed in pop music. “Lean on Me,” Withers told Mojo, is “a friendship song.”
“Everybody was thinking boy, girl stuff,” he explained to Rock Cellar, “and I’ve gotten away with songs like ‘Lean On Me’ and ‘Grandma’s Hands’ that don’t have anything to do with romantic love. Romantic love is the most fickle thing in the world. The consistent kind of love is that kind that will make you go over and wipe mucus and saliva from somebody’s face after they become brain dead. Romantic love you only wanna touch people because they’re pretty and they appeal to you physically. The more substantial kind of love is when you want to touch people and care for them when they’re at their worst.”
Keeping with Withers’s intuitive, “magical” songwriting process, “Lean on Me” sprang organically out of Wither’s experiments with his first piano. “This was my second album, so I could afford to buy myself a little Wurlitzer electric piano,” Withers recounted to Song Fact’s Carl Wiser in 2004:
So I bought a little piano and I was sitting there just running my fingers up and down the piano. [“Lean on Me” is] often the first song that children learn to play because they don’t have to change fingers — you just put your fingers in one position and go up and down the keyboard. In the course of doing the music, that phrase crossed my mind, so then you go back and say, “OK, I like the way this phrase, lean on me, sounds with this song.” So you go back and say, “How do I arrive at this as a conclusion to a statement? What would I say that would cause me to say Lean On Me?”
Then at that point, it’s between you and your actual feelings, you and your morals and what you’re really like. You probably do more thinking about it after it’s done. Being from a rural, West Virginia setting, that kind of circumstance would be more accessible to me than it would be to a guy living in New York where people step over you if you’re passed out on the sidewalk, or Los Angeles, where you could die on the side of the freeway and it would probably be eight days before anyone noticed you were dead. Coming from a place where people were a little more attentive to each other, less afraid, that would cue me to have those considerations than somebody from a different place. I think what we say is influenced by how we are, what’s been our life experiences…
Despite its status today as something of an American standard, “Lean on Me” was recorded as spontaneously as the rest of Still Bill. “I remember we were doing the Flip Wilson3 television show and Bill had brought this brand new Wurlitzer piano and was playing those changes,” Blackmon remembered. “With Bill if he bought an instrument it had to pay for itself, and that Wurlitzer piano paid for itself a million times over. So off we go to James’s garage, play it a couple of times, then off to the Record Plant to record.”
Like many of the greatest studio recordings, “Lean on Me” keeps the ear guessing. It begins with Withers’s iconic piano riff on an acoustic piano, which is spread across the stereo field. Before the rest of the band enters, Jackson adds flourishes on the Wurlitzer in the center-left channel. Withers’s double-tracked vocals enter with him humming the piano melody. As Dunlap enters over Gadson’s loping, tom-heavy beat, Withers’s sings “Sometimes in our lives we all have pain, We all have sorrow / But if we are wise, We know that there’s always tomorrow.” His voice is mixed low, and the precision of the double-tracking creates a mild phasing effect. Next, Jackson’s subtle string arrange enters and Withers’s voice — now single-tracked — soars into the chorus. The song immediately shifts gears as it enters its famous “Just call on me, brother” bridge, with the Watts Band providing hand claps and backing vocals as Dunlap soars up his bass’s fretboard and Gadson plays a tight kick and hi-hat groove. The song transitions back into another chorus, then returns to a repeat of the bridge. The song then goes into its moving final verse (“If there is a load you have to bear, That you can’t carry / I’m right up the road, I’ll share your load”), before shifting again to a soulful “Call me” call and response coda.
“Lean on Me” is four minutes and 18 seconds, and it feels like it passes in a flash. It’s an infectious tune with a remarkable structure. “Those two breaks in ‘Lean on Me’ just happened,” Blackmon told me, “totally came out of left field. James and Ray sang the ‘call me’ parts at the end, and Bill sang it live. From what I can remember Bill always sang live.”
Released in April 1972 as the first single off of Still Bill, “Lean on Me” reaching number one on the Billboard Hot 100 and R&B charts, as well as the Cash Box Top 100, becoming the biggest hit of Withers’s career. As might be expected, “Lean on Me” has been covered by more than a hundred artists since its release. Many are best forgotten (I’m looking at you Anita Bryant and Michael Bolton), and while some are remarkable (The Persuasions and Ike & Tina Turner), none can compete with the transcendence of the original, at least in this writer’s opinion.
The second half of Still Bill kicks off with “Kissing My Love” and arguably one of the most influential isolated drum intros of the ‘70s, one that spawned countless hip-hop songs, including Dr. Dre’s “Let Me Ride” and Eric B. & Rakim’s “In the Ghetto.”
“‘Kissing My Love’ was as shuffle [originally],” Gadson told Ruffini. “For some reason it wasn’t working in the studio, and it was the last song that we played for that day. So I came up with that beat…. The way that [Bill] was singing it, it would almost be alike a 6/4 at certain points. We couldn’t deal with that… As we played [the new beat] I refined it…. I started doing the 16th note thing.”
After nearly 20 seconds, Gadson’s laid back, yet dynamic, groove is joined by Blackmon’s liquid wah-inflected guitar in the right channel. “If you listen to ‘Kissing My Love,’ that was a shuffle, then James changed it with that funky drum beat,” Blackmon told me. “And if you notice before I came in how long James played, I did that on purpose. I knew how deep James pocket was. The more he plays, the funkier he gets. Everybody samples that drum beat.”
At the 30-second mark, Jackson enters with an understated acoustic piano line in the left channel. Dunlap’s burbling bassline, pushed high in the mix, partially doubles Jackson’s piano line before diverging with acrobatic fills. Blackmon’s wah-wah guitar then pans suddenly to the center as Withers’s voice enters before returning to the left channel.
While the simple love song lyrics don’t draw attention to themselves, Withers’s fervent multitracked vocal assumes a role as another instrument in the mix, playing off of the rest of the instruments as well as Jackson’s dramatic, Isaac Hayes-esque string lines.
Next, Still Bill shifts downward with the tender, unassuming “I Just Don’t Know.”
Listen closely and you can hear a chair squeak in the studio as Blackmon’s smooth electric guitar intro intertwines with Dunlap’s bass. With a relaxed delivery, Withers intones, “I get a warm, warm summer feeling walking through the snow / Even chilly darkness has the brightest glow.”
“I asked Bill about [‘I Just Don’t Know’],” Blackmon told me, “because one day it just popped up in the studio. That song is another song totally made up on the spot. The intro I played on the front worked, [and] if it works we keep it. James played timpani drums and brushes on that song. I don’t know why, but it worked!”
“I Just Don’t Know” is sonic comfort food. Gadson’s subtle brush beats and an exquisite, jazzy solo from Blackmon in the middle of the song preserve the mellow tone until the song ends with a classic simple-yet-profound Withers verse: “You got me feeling just like a rich man, Haven’t got a dime / Feeling like a young man, But I’m old as father time.”
The next cut, “Another Day to Run,” is one of Still Bill’s underrated gems. Cowritten with Blackmon, “Another Day to Run” sees Withers dipping into social commentary.
Like “Lean on Me,” “Another Day to Run” lacks a traditional pop song structure. It shifts seamlessly through different sonic landscapes and makes good use of dynamic contrast to keep listeners on the edge of their seats.
With Gadson’s sizzling hi-hat, Dunlap’s trebly bass, and Jackson’s clavinet, the opening to “Another Day to Run” prefigures the sound Stevie Wonder would perfect in his mid-’70s albums. The song then shifts down into what might be dubbed a pre-chorus, with Blackmon’s wah-inflected guitar in the right channel and his clean electric, which interlocks on the song’s main riff, in the left channel. The songs then shifts up in mood to the chorus, as Gadson’s hi-hat recedes, Withers’s voice enters, and Blackmon’s clean guitar and Jackson’s soothing organ take over. The song shifts down again into the pre-chorus section, then up into the second chorus, down again to the pre-chorus, then into an intoxicating bridge, which once again seems to anticipate the sound Wonder would embrace a few years later and features some truly gorgeous, crystalline lead playing from Blackmon. From there, the song goes back to the chorus, but this time all of the instruments except Dunlap’s bass, mixed high, and Jackson’s clavinet, mixed low, drop away, showcasing Withers’s remarkable vocal. The rest of the band enters on the pre-chorus, which has now been transformed by the addition of organ from Jackson.
After that, “Another Day to Run” takes a left turn. With Jackson’s guitars mixed far right and left — alternating between rhythm and lead, wah and clean — weaving in and out of the bed of sound created by Jackson’s organ and Dunlap and Gadson’s rock solid low end, Withers gives perhaps his best vocal performance of the album in a near-yelling rasp:
Oh, now, walking down the road of life looking for direction
Sometimes my mind gets so mixed up I can’t tell lust from affection
Gonna stop into a roadside church and get my mind a rest
And Lord Jesus, help me get my soul together in the process
On “help me…,” the band drops away except for Gadson’s kick drum before Blackmon’s wah guitar returns and Withers goes into the next quatrain:
Pretty ladies stand in line waiting for inspection
Ragged old men drinking wine trying to drown rejection
I’ve been wasting too much time, I’m going to lose my mind unless
Lord Jesus, you help me get my soul together in the process
Once again, the band drops out on the last line. When they reenter, a new, muted wah riff from Blackmon takes over in both channels as a horn section, mixed deep in the back, enters. In a section that could fit comfortably on any of Curtis Mayfield’s classic solo albums, Withers sings:
Oh now, Tony Jr. filled up his arm with dope
And he dreams about a valley
But the poor boy lives in an alley
Filled with papers that’s thrown away
Lord, Lord, Lord, oh Lord, Lord, Lord, Lord
Tell me Tony, tell me Tony, tell me Tony, tell me Tony
Tell me why, he wanna get high enough to die
As the song enters its final stretch, Withers’s voice is double-tracked for the first time in the song:
Well, he’s long on dreams and short on hope
Sometimes he goes to rallies
Stops by to see young Sally
Lord, just to pass the time away
The song ends with a repeat of the “Lord, Lord, Lord…” section before descending into a psychedelic jam with hand claps, the return of Jackson’s organ, and an additional fuzzed-out guitar line from Blackmon that is mirrored by the horns through the songs fadeout.
I asked Blackmon about the writing and recording of “Another Day to Run.” “I had those changes, and Bill came up with some words,” he said. “That came out of James garage. If we would’ve had a recording machine [in the garage]…some of those grooves, man. I remember recording in New York the horn parts in ‘Another Day to Run.’ Hubert Laws was great really getting off on ‘Another Day to Run.’ That rhythm in the wah-wah section of the song got him. He wasn’t expecting that. Let’s not forget Bill. I forget sometimes how good he could sing, not just write excellent lyrics, but he could really sing.”
Still Bill’s penultimate cut, “I Don’t Want You on My Mind” opens with an ominous, slightly out-of-tune acoustic riff from Withers. It’s a heavy, sludgy song, with Gadson giving maybe his hardest-hitting performance of the album, playing just behind the beat. Like “Another Day to Run,” it’s a showcase for Blackmon’s playing, with multiple overdubbed parts panned across the stereo field. “Just a blues, my brother, so you play the blues,” Blackmon told me. “I wish you could have heard the songs in James’s garage, before we got to the studio, when everybody was saying, ‘Yeah.’”
The album closes with “Take It All In and Check It All Out.” With lyrics like “You can fill up a room with idle conversation, You can stir up a whole darn nation with your mouth / But before you start to show you indignation about a situation, You ought to take it all in and check it all out,” it’s a small-“c” conservative cousin of songs like The Beatles’ “Revolution” and The Staples Singers’ “Respect Yourself.” Musically, “Take It All In and Check It All Out” is perhaps the albums slightest cut, but it’s a pleasant, mellow way to exit Still Bill following two of its most intense tunes.
The album was mixed by Schier and hit stores in May of 1972.
Propelled by “Lean on Me” and “Use Me,” Still Bill reached number four on the Billboard pop charts and number one on the Billboard R&B charts, getting certified as a gold record just four months after its release.
Yet, perhaps owing to Sussex’s mid-’70s collapse, Still Bill was barely reissued following its initial 1972 release. It’s first CD release came in 1993 as part of Columbia’s “Collector’s Choice” line, a release that features odd, non-original cover art and little in the way of mastering information. Still Bill was not released again until 2003, when Columbia/Legacy released it, original album art intact, on CD with two bonus tracks from Live at Carnegie Hall. Its liner notes credit Joseph M. Palmaccio at Sony Music Studios with the mastering. That same year, Raven Records released a twofer CD of Just As I Am and Still Bill plus two bonus tracks. It credits Warren Barnett at Raven lab with the mastering. Then, in 2012, Still Bill was included in the 9 CD The Complete Sussex And Columbia Albums box set. The box’s liner notes credit Palmaccio with that mastering. Finally, in 2015, Still Bill was released as 24/96 hi-res download. It includes no mastering information that I could locate.
Nominally, then, Still Bill has seen five digital releases. But, as we will see, all five aren’t unique masterings.
Before looking at each release’s equalization, let’s take a look at the dynamic ranges for each release, as measured by both R128 dynamic range and crest factor DR score4:
None of the releases immediately jumps out as excessively compressed. However, the 2003 Columbia/Legacy release and the 2012 The Complete Sussex And Columbia Albums version have suspiciously similar DR scores. Both of these releases are credited to Palmaccio.
Let’s take a look at the same four songs (“Lonely Town, Lonely Street,” “Use Me,” “Lean on Me,” and “Another Day to Run”) from each release in Har-Bal using the software’s “average power“ graphs5. The 2003 Columbia/Legacy CD is in purple, and the 2012 box set CD is in blue:
Interestingly, some of the songs have the exact same volume, while others needed to be volume-matched before analyzing. However, aside from the slightest deviation below 20Hz in “Another Day to Run,” the graphs are identical. It appears, then, that that the 2003 Sonly/Legacy release with bonus tracks and the 2012 box set release without bonus tracks are the same Palmaccio mastering, albeit with some slight level adjustments to the latter.
That leaves us with four unique masterings: 1) the 1993 CD, 2) the Palmaccio mastering, 3) the Raven CD, and 4) the hi-res download.
First, let’s compare the 1993 CD (green) with the Palmaccio mastering (purple) in Har-Bal:
Throughout the selection of tracks, the 1993 CD is a more mid-centric mastering, whereas the Palmaccio has more low bass and treble.
Next, let’s put the 2003 Raven twofer CD (red) up against the Palmaccio (purple):
Now that’s interesting! Even though the Raven mastering is credited to a different engineer, it’s strikingly similar to Palmaccio’s mastering, with a few subtle differences.
Finally, let’s compare the 24/96 download (yellow) against the Palmaccio mastering (purple):
While these masterings are clearly different, there aren’t really any consistent differences in equalization between them, and few of the differences are dramatic.
So, how do they sound? 6
The first thing that’s evident is that the 1993 CD is simply inferior to the rest. It has an overall “honk”-y tonality. It sounds murky compared to the rest, with details getting lost in the process. On some tracks, particularly “Lonely Town,” the ‘93 CD also seems to have a stereo image that’s strongly pulled towards the center, giving it an almost mono sound. Removing it from contention is an easy decision.
Moving to the Palmaccio and Raven CDs, it’s immediately remarkable how similar they are in overall tonal balance. One difference that did stick out to me, though, was a stereo field shift in “Another Day to Run.” The left channel is 1.8 dB louder than the right channel on the Raven CD, while the right channel is .2 dB louder than the left on the Palmaccio. While it’s impossible to say which is correct, Withers’s voice sounds just a little left of center on the Palmaccio and a bit right of center on the Raven, with the Raven placing his voice closer to the center. Brining the 24/96 download into the mix shows that it’s left channel is .6 dB louder than its right. Subjectively, Withers’s voice sounds perhaps slightly left of center on the hi-res download. Between the Raven and the 24/96 file, it’s hard do say which is “correct,” but both present a more natural stereo field on that song than the Palmaccio mastering. I found similar differences on “I Just Don’t Know.” On that track, the right channel is .8 dB louder on the Palmaccio, the left channel is 1 dB louder on the Raven, and the right channel is .7 dB louder on the 24/96 download. On this cut, the Raven places Withers’s voice slightly right of center and both the Palmaccio and hi-res download place it slightly left of center. Which is correct? I’m not sure. And the differences on this track are subtler than on “Another Day to Run.”
Ultimately, the differences between the Palmaccio and Raven are minor. Loading the loudness-matched files from each into Audacity and flipping back and forth, I found a few songs on which I thought I preferred the Raven. But overall I thought the Palmaccio mastering sounded slightly cleaner. A few minor details, such as the double-tracking on Withers’s voice on “Lean on Me,” seemed ever-so-slightly more discernable in Palmaccio’s mastering. However, the Palmaccio CDs and the Raven CD are so close in most respects that it wouldn’t surprise me if they came from the same original digital files.
Given the similarity of the Palmaccio and Raven masterings, let’s bring the 24/96 download into the subjective evaluation.
The soundstage difference between the Palmaccio (or Raven) and the 24/96 download is immediately noticeable, even on headphones. Whereas Palmaccio places the soundstage slightly in front of the listener, the 24/96 download is closer and more enveloping. Additionally, each individual instrument and vocal feels more three-dimensional on the 24/96 download. Take “Another Day to Run,” on which Blackmon’s dueling electric guitars, panned hard left and hard right, feel directly to your left and right on the 24/96 download. On the Palmaccio, in contrast, they feel out to the sides and slightly in front. Withers’s voice on that track also seems rounder and more realistic on the hi-res download, making the double-tracked vocals during the “Tell me Tony” section easier to separate.
Overall, the 24/96 download wrings more detail and life out of the Still Bill tapes than do the Palmaccio or Raven CDs. The strings on “Lonely Town, Lonely Street,” for example, have more complex, realistic overtones on 24/96 download, particularly during the Pizzicato sections around the 2:30 mark.
The song where the differences in depth and detail really come together is “Use Me.” Jackson’s clavinet in the left channel and Withers’s acoustic in the right channel have a much more “wrap around” feel on the 24/96 download than on the CDs. Moreover, on the download, it’s possible to discern each depression of the Clavinet’s keys and to separate the sound of the Withers’s muted acoustic strings from the guitar’s body. On the CDs, those sounds tend to blend together. The differences are just as dramatic on Gadson’s rimclicks, which sound like relatively indiscernible clacks on both the Palmaccio and Raven CDs, but take on new life and complexity in the hi-res download. The same is true of Withers’s voice, which has much more space around it in the download, making each minor reverb tail perceptible.
I could go on. But if it’s not evident yet, the 2015 24/96 download of Still Bill handily wins the TBVO crown. Fortunately, the download is still readily available for purchase on multiple sites and is streamable in full resolution on Qobuz.
While you’re checking out the 24/96 version of Still Bill, it’s worth exploring the rest of his catalog, particularly the legendary Live at Carnegie Hall release and his underrated third studio album +’Justments. To be sure the Columbia albums that followed Sussex’s bankruptcy have moments of greatness, but Withers was never as good as he was when the Watts Band was backing him and when he had full control of the production of his music.
By 1979, Withers had effectively left the industry, returning only for 1985’s Watching You Watching Me, his final album. But Withers seemed happy away from the spotlight, spending time with his children and letting his wife Marcia, whom he met at a 1976 Gil Scott-Heron concert when she was a grad student at UCLA, manage his publishing. Numerous artists, including the aforementioned Questlove, tried to get him back into the studio, and countless promoters tried to get him to tour. “What else do I need to buy?” he mused. “I’m just so fortunate. I’ve got a nice wife, man, who treats me like gold. I don’t deserve her. My wife dotes on me. I’m very pleased with my life how it is. This business came to me in my thirties. I was socialized as a regular guy. I never felt like I owned it or it owned me.”
The 2009 documentary, Still Bill, provides a glimpse of Withers’s unassuming post-music life. Seeing Withers hang out in faded t-shirts and jogging pants while watch television, it strikes the viewer that he could be anyone’s grandfather relaxing after decades at the factory. “The Big Bang Theory is my favorite show,” he told Rolling Stone in 2015. “Well, Mike and Molly is kind of gaining on it. I have them all recorded, and I watch the reruns and stuff. I can’t stop listening to the closing theme from Mike and Molly. It’s this blues guitar that Keb’ Mo’ plays.”
It’s likely that the outpouring of affection for Withers that followed his death would’ve surprised him. “I’m grateful to whoever remembered me,” he mused just before his 2015 induction into the Rock and Roll Hall of Fame. “When I die, they’ll probably put this on my tombstone.”
During his Rock Hall acceptance speech, Withers joked that having Stevie Wonder induct him was “like a lion opening the door for a kitty cat.” “The weirdest thing for me,” he said backstage, “is I walk around all the time in Los Angeles [and] nobody knows who I am. I couldn’t convince some ladies in Roscoe’s Chicken and Waffles it was me. It’s a true story. So to come over here and all of a sudden this thing…going to dinner with Paul McCartney and ducking the paparazzi. I don’t have to do that stuff [normally]. So this was a big switch for me. Normally I’m just going to Home Depot and trying to get back before Judge Judy!”
Home Depot and Judge Judy? Questlove is right that Withers’s should be every bit the “everyman” icon that Springsteen is.
Withers’s music and his life, for which the concept of intersectionality was practically invented, seem particularly relevant at this historical moment. “I’m a 77-year-old black guy, and I had 77-year-old-black-guy experiences,” he told the New York Times in 2015:
I was an aircraft mechanic in the Navy in the ‘50s, when nobody thought you were good enough to drain the oil out of an airplane. I have seen America and all the weird phases it has been through, all the cruelty and all the kindness. I was born on the Fourth of July. That makes me very American. But I have not been imprisoned by any culture. What’s that Joni Mitchell said, “I’ve looked at clouds from both sides now”? I’ve looked at America from both sides — the ugly and the whatever. That’s why I say it’s this miracle of the United States.
We could all use Withers’s moving music — and his deep empathy — right about now. “We’re all accidents of birth,” he told the West Virginia Music Hall of Fame, in a variation of an observation he repeated often. “We don’t get to choose what we look like. We don’t get to choose how gifted we’re going to be, how tall, how strong. But at some point, we do get to make a choice about what we’re going to do about it, what we’re going to do with what we’ve got.”
1. Benorce was kind enough to answer many, many questions of mine through Facebook Messenger. I have edited those responses for clarity.
2. In The Trap Set interview and several others, Gadson says that Jones was working on Willie Nelson’s Stardust album at the time. However, Stardust wasn’t recorded until five years later, in 1977. It’s likely that Jones was working on Rita or Priscilla Collidge’s album at the time that Withers was scheduled to record his follow up to Just as I Am.
3. The only appearance for Withers on The Flip Wilson Show that I could find occurred in February 1973, well after the recording of Still Bill. It’s possible that there’s an earlier appearance not cataloged online or perhaps Blackmon was confusing the Flip Wilson appearance with a 1971 TV appearance. On Soul!, Withers mentioned that the band was working on new material for their next album, so that show seems like a likely candidate.
4. Only original album tracks, not bonus tracks, are included in this measure, for an apples-to-apples comparison between versions.
5. When necessary, Har-Bal’s loudness matching option, which doesn’t affect the frequency response, was used to create clearer graphs.
6. For the subjective analyses, all CD editions were ripped with XLD and played with Audirvana. The main DAC used was a Berkeley Audio Reference Series Alpha DAC with the most recent firmware. I also mixed in a Crane Song Solaris DAC and Forssell MDAC-2a. Amplification came from a Schiit Ragnarok 1 speaker/headphone amplifier and a Monoprice Monolith THX AAA 887 headphone amplifier. Most listening was done on KEF Reference 1 speakers with an SVS SB-13 Ultra subwoofer and a diverse set of headphones, including Focal Utopia, Sennheiser HD800S, and Audio-Technica ATH-ADX500.
About The Author
Josh Mound has been an audiophile since age 14, when his father played Spirit's "Natures Way" through his Boston Acoustics floorstanders and told Josh to listen closely. Since then, Josh has listened to lots of music, owned lots of gear, and done lots of book learnin'. He's written about music for publications like Filter and Under the Radar and about politics for publications like New Republic, Jacobin, and Dissent. Josh is currently a postdoctoral fellow at the University of Virginia, where he teaches classes on modern U.S. politics and the history of popular music. He lives in Charlottesville, Virginia, with his wife and two cats.