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Keith Reid wrote the lyrics to "A Whiter Shade Of Pale," which is the most-played song in England for the last 75 years, according to a survey by BBC Radio 2. He formed Procol Harum with Gary Brooker in 1967, but Keith doesn't play an instrument or sing - he writes lyrics.

Carl Wiser (Songfacts): Are there any other lyricists out there who are official band members?

Keith: At the beginning of King Crimson, I think Pete Sinfield was thought of as being a band member. But that's the only one that really comes to mind. With Procol Harum, it was myself and Gary that formed the band in the first place. That's a fairly unusual situation – in my case the lyricist is sort of responsible for the band's formation.

Songfacts: How do you typically write a song?

Keith: I wish there was a typical way. They can just happen so many ways. When I first started writing, I had absolutely no control over the situation. For my first couple of years as a songwriter, I wasn't confident from one song to the next that I'd ever write another song again. I thought it was just inspiration and I had absolutely no control over it… you know, if might never happen again. After that I started to realize that I do have some control over this. Of course, you're inspired, but in some ways you have to work at it, you have to keep your eyes open, you have to keep your ears open. You can wait for it to hit you, but you can exercise some element of direction over it. I also realized that you go through periods; people talk about writer's block, but for myself, there are just periods, you go through periods where songs seem to happen almost every day. You just get an idea or something works out. And then you'll go for a period of time and nothing seems to strike a spark. I also learned not to worry about that, you go through very creative periods, and you go through periods where you're not so bubbling over. Probably every writer learns that if you wake up in the middle of the night with an idea, boy, you'd better write it down, because you won't remember it in the morning. (laughs) And like many writers, I feel that somehow when you write, that the songs are around you. It's kind of like a radio, you tune into it. You find it somewhere.

Songfacts: Was "Whiter Shade of Pale" the first song you wrote?

Keith: No. It was amongst the first twelve or fifteen songs. The songs on the first Procol Harum album, they also came from that first period of writing.

Songfacts: Did you know "Whiter Shade of Pale" was going to be the one?

Keith: No. We were really excited about it and liked it a lot. And when we were rehearsing and routine-ing our first dozen songs or so, it was one that sounded really good. But there were a few others that we liked I would say equally - we have a song on our first album called "Salad Days (Are Here Again)" that was a strong contender. At our first session, we cut four tracks, and "Whiter Shade of Pale" was the one that recorded best. In those days it wasn't just a question of how good is your song? It was how good of a recording can you make? Because it was essentially live recording, and if you didn't have a great sound engineer or the studio wasn't so good, you might not get a very good-sounding record. And for some reason everything at our first studio session came out sounding really good.

Songfacts: How did you feel about losing the extra verses that you wrote for that song?

Keith: Originally it was twice as long, and that was partly because at that time there was somewhat of a vogue for really long songs, whether it be Dylan or The Beatles "Hey Jude." So I was trying to write a really long song. But as we started routine-ing it and getting it ready to record, one of the verses just fell away pretty naturally - we dropped it pretty early on in the process. We felt it was just a bit too long, because, the song was like nearly 10 minutes. We were rehearsing it with three verses, so it was running about 7 minutes or so, and our producer said, "Look, if you want to get airplay, if you want this record to be viable, you probably should think about taking out a verse." And we did. I didn't feel badly about it because it seemed to work fine. It didn't really bother me.

Songfacts: I've read you describe the song as kind of a jigsaw puzzle, you're putting the pieces together.

Keith: Yeah, that goes with what we were talking about earlier, the songwriting. I feel with songs that you're given a piece of the puzzle, the inspiration or whatever. In this case, I had that title, "Whiter Shade of Pale," and I thought, There's a song here. And it's making up the puzzle that fits the piece you've got. You fill out the picture, you find the rest of the picture that that piece fits into.

Songfacts: Does that mean that you're then writing it linear, meaning the next thing you write is, "We skipped the light fandango"? Or do you just kind of bounce around with the ideas?

Keith: Well, it can vary. In this instance I started with "We skipped the light fandango." if I have a title line, usually I'll go to the first line: I know how this story ends, now how does it begin?

Songfacts: Do you think of this as a story in the sense that it has a beginning and an end?

Keith: Oh, absolutely. It's sort of a film, really, trying to conjure up mood and tell a story. It's about a relationship. There's characters and there's a location, and there's a journey. You get the sound of the room and the feel of the room and the smell of the room. But certainly there's a journey going on, it's not a collection of lines just stuck together. It's got a thread running through it.

Songfacts: You know, I always heard the line "the Miller told his tale" as "the mirror told his tale." I was thinking she was looking in the mirror, something was happening.

Keith: Yes. That might have been a good idea. (laughs)

Songfacts: So you were probably reading Chaucer or something.

Keith: Well, no, I wasn't. This is what people asked me right off, you know, they all started saying, "Oh, Chaucer, The Miller's Tale." And I'd never read The Miller's Tale in my life. Maybe that's something that I knew subconsciously, but it certainly wasn't a conscious idea for me to quote from Chaucer, no way.

In 2008, Reid released the album The Common Thread as "The Keith Reid Project." Since he's not a musician, Reid had to find the perfect people to perform his songs. Eight different lead singers appear on the album, including John Waite and Chris Thompson, formerly of Manfred Mann's Earth Band.
You can listen to and download the tracks at this Amazon link.

Songfacts: How did the Keith Reid Project come together?

Keith: It begins with me moving to America, living in Manhattan back in '86. I'd only really worked with Gary, and I'd only really written songs for Procol Harum, and I hadn't really done anything outside of that. And so I moved to New York and I started to write with other people and work with different musicians. It was very different for me, I'd gone from this quite closed environ with Procol Harum, to The world is my oyster. I can write with whomever, whenever, wherever. I enjoyed it as well. I was hitting off other people and getting other kinds of inspirations, plus being in New York and being in America turned me around a bit, as well. Suddenly you're not living on a little island and looking inwards. You're on the continent of the USA, and it's expansive - your horizons expand somewhat. So I started to develop as a writer, and I started to write in a different fashion. I started to write more directly, using less imagery and trying to write more simply. This is a process which took years – It wasn't something that happened over night. I started to build up some good relationships with different writers and singers, and I started to build up a body of work. And I started to feel like these were songs that I'm not going to be able to get other people to record. I better do something with them. And I thought, Why don't I make my own movie? Kind of like a filmmaker, really. I'll write the songs and I'll cast the singers who suit the different songs, and I'll see if I can put this together on a record and see how it sounds.

Songfacts: So these songs were written over the course of several years?

Keith: Yes. They were written over a 5-7 year period.

Songfacts: How did you match the singers to the songs?

Keith: Well, the first on the record, "In God's Shadow," I wrote that with John Waite and a couple of other guys. And clearly he was the best guy to do it. (laughs) No question. There's a song on the record called "Potters Field," and I wrote that with a Swedish friend of mine named Michael Saxell. But I had this very good friend in New York named Bernie Shanahan, who's a great singer, and I thought his voice would really suit this. With Southside Johnny, we had just written "A Common Thread." I was writing with a guy called Matt Noble, and John came by the studio. He was listening to the song, and he said, "I'll sing that for you if you like." We just set the mike up in the control room and he sang it. It was amazing. It was just happenstance. So it came together in a variety of ways.

Songfacts: It's a uniquely American album, and I can see how having a little bit of perspective on this gave you the ability to really dig into this country.

Keith: That's a realization I came to when I was putting it together. I started to realize I wouldn't have written these songs if I'd stayed in England. A song like "Silver Town" or "A Common Thread" – I wouldn't have felt like that. It wasn't something I was conscious of when I was doing it, but I realized that living in the country had sort of got into me in a way. I started to feel involved in the experience.

Songfacts: How did some of your experiences in America relate to some of the songs you wrote?

Keith: On "Silver Town," I was thinking back to "greed is good" and Gordon Gekko, a guy who would go to some town, buy out the local business and put everybody out of work. It doesn't just happen in America, but somehow it seems to happen a lot in America where a town and a community depends on a business and it closes down. It's amazing how quickly the whole thing can just fall apart. It's all very tenuous: you've got communities which have been there for a long time, often thriving, and suddenly the factory closes down and everybody's lives fall apart.

The song "Potters Field" is written literally about a place called Hart Island which is, as it says in the song, just off of Long Island Sound. I just read about it. And, I could have read that book anywhere, but because I was living in New York, it made more of a connection with me. It felt real to me, the idea of immigrants who had come over ending up in a pauper's grave.

Songfacts: What about a song like "Heartbreak House"?

Keith: That song I wrote in Sweden, but it felt American to me. The military guy, to me it was an American. I think the characters, although I actually wrote it somewhere else, it felt like an American situation. The idea for that was, "even the floorboards ache in the Heartbreak House." I got that idea, and it seemed to me very powerful, you know, even the floorboards ache. That was an example of knowing how this song ended up, but how did it start? And looking for a way to begin it.

Songfacts: Is the title track kind of similar to that?

Keith: "Common Thread"? No, that was just thinking about the working guys, the people that hold the place together, the ones that build the roads. Now we're going through this whole thing with the banking crisis, well we had a thing in England when we had this prime minister, Margaret Thatcher. And her famous saying was, "There's no such thing as society." And to me, the common thread was saying, No, actually, the truth, the reality, is the opposite of that. There is a fabric of society, and we forget that at our peril.

Songfacts: So she just meant that we were all just a group of individuals?

Keith: Yeah, you don't think about your fellow man, it's sort of dog eat dog. I suppose she was trying to say we're not all connected. And I was trying to say absolutely no, the opposite – we are all connected. And when we forget that connection, when people act with impunity and forget that we're all connected, that's when you get trouble. And it happened in a big way, people thinking they can do what they like, and everyone ends up paying the bill. Now the common folk are bailing everybody out, society is looking after everyone.

Songfacts: You included "You're The Voice" on this album. What's the story behind that song?

Keith: That was the one song that was written earlier. It came together because Chris Thompson, who sings it, called me and said, "I've got something and I don't know what to do with it lyrically. It feels as though it should be slightly political, but I don't know. Have a listen." And we sat down, he played me the tune, and I got the title idea, "You're The Voice." It's an anti-war song in a way, but it was more of a "make your voice heard" kind of thing. Wake up to your own power.

Songfacts: Do you make changes to the songs when they're being recorded?

Keith: I always think of it as sort of tailoring. You know, you kind of take in the trousers a little, a bit of length in the cuff. That sort of happens when you're working the song out, and sometimes something which seemed just okay when you wrote it, when you hear it actually being sung you can see that you could slightly improve it, a word which looks good on paper doesn't sound so good when it's sung. But there's very little of that.

For example, "The Heartbreak House" was physically written in Sweden – we did it there just with acoustic guitar. Then I took it to upstate New York and put some guitars and bass and drums on it. You know, I had a real idea in my mind how it should sound. Quite a few of these songs, there was a lot of traveling.

Songfacts: So you didn't just come to Manhattan, you decided to see the country a bit.

Keith: Oh yeah. The record has been in California, Nashville, New York, London, and Sweden. We've taken in a bit of territory there.

Songfacts: Can you tell me about your Procol Harum song "Conquistador"?

Keith: Gary and I, before we formed Procol Harum, when we were just working together as songwriters and getting into it, we had this regular deal where he lived about 40 miles from London near the ocean, and I'd jump on a train once a week and go visit him. He'd have a bunch of my lyrics and he'd play me whatever he had been working on. This particular time, though, I'd got down there and he'd been working on a tune. He said, "What does this sound like to you?" And I said, "Oh, conquistador." It had a little bit of a Spanish flavor to it. I went into another room and started writing the words there and then. 99 out of 100 of those Procol Harum songs were written the words first, and then were set to music. But that particular one, the words hadn't existed before he had the musical idea.

Songfacts: What are some of your favorite Procol Harum songs that aren't "Conquistador" or "Whiter Shade of Pale"?

Keith: There's a song called "A Rum Tale" on the Grand Hotel which I really like. It's got a real nice melody and it's quite a gentle song. I like "The Salty Dog" a lot too. I think that two lines from "Grand Hotel," "Dover sole and oeufs mornay, profiteroles and peach flambé," was some pretty tidy writing.

Songfacts: Have you had any other jobs besides working in the music industry?

Keith: Well, I have, but they were when I was a much younger person. Gosh, I had a ton of jobs. I was a construction worker, over here we call them laborers. I worked in a bakery, worked in a book shop, I worked for a solicitor, I worked in a garment factory packing dresses, can you believe? I had quite a varied career before I managed to become a full-time songwriter.

Learn more about The Keith Reid Project.

We spoke with Keith on April 2, 2009.

    About the Author:

    Carl WiserCarl was a disc jockey in Hartford, Connecticut when he founded Songfacts as a way to tell the stories behind the songs. You can also find him on Rock's Backpages.More from Carl Wiser
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Comments: 11

The song Look To Your Soul always spoke to me about addiction. I imagine whatever state your mind is in would relate to the words. Anyway, the R&RHOF is SOL without Procol Harum.Walljo from Pa
Fan for years. Met Keith in 71, he shared his healthy breakfast cereal. Was a fan before and still in 2012. Met him at easy four separate concerts and said "Hey". Just listened tonight to Whiter Shade of Pale for some reason. Timeless.....................Jane from Pa
these lines below has been my companion for most of my life, I never seize to be amazed about how often these words gives meaning in my life.

In the autumn of my madness which in coming won't be long
for the nights are now much darker and the daylight's not so strong
and the things which I believed in are no longer quite enough
for the knowing is much harder and the going's getting rough
Procol Harum/Reid
Allan from Denmark
Great interview. One thing I was sort of hoping he would be asked about is his harsh lyrics to the Procol Harum song "Still There'll Be More." Though it might have taken an entire interview to explain what was going through his mind when he wrote that one!Anonymous
Keith's words are very special to me and a generation of us who grew up, listening to Procol Harum. Reid's evocative thoughts in words, meandered through my mind constantly in the first 6 years after A whiter shade of pale. I found meanings to attach to some of them, especially the fourth album, the death album 'Home'. Reid is a clever writer, my only complaint, or perhaps question to Keith is can he please write them down! ie: publish a book of Procol writings. Gary Brooker, who sang most of the words, had a great soul vocal but his delivery often lost some of the words. Thanks Keith, for giving us so much!Avi B from London, Uk
A wonderful interview with much new insights. Another lyricist-with-the-band that comes to mind might be Bernie Taupin, for many years Elton's exclusive partner who was there-at-the-creation. And stretching a little bit, we can include Sammy Cahn, the mirror of Frank Sinatra's soul.Touristinthecity from New York City
I, too, find it incredible how strong Keith's lyrics are and how they stand the many tests of time! I still love and am moved by Shine on Brightly, Salty Dog and Grand Hotel! A generous writer and generous intervewee!Sid Gasner from Minneapolis
I've always loved Keith's lyrics. I'm a writer myself and some of his work has really moved me over the years. It is the mark of his talent that none of these lyrics seem particularly dated or passe all these years later. His original approach and careful turn of phrase has made some of these works timeless. Not just the obvious ones, but also things like:
"Your multi-lingual business friend has packed her bags and fled
leaving only ash filled ashtrays and a lipsticked, unmade bed"
Thanks, Keith. Your work contains far too many wonderful moments for me to quote but you made me see, at a young age, that lyrics didn't necessariy have to be just silly words that went with pop songs. You, and a very small group of others, were inspirational to me as a fledgling writer and I am forever grateful.
Anonymous
Very good interview. I'd love to hear more from Keith about some of my other Procol Harum favorites. Keith's lyrics have always amazed me, not just the mysterious lyrics but so many surreal and beautiful images and thoughts. "My eunuch friend has been and gone. He said that I must soldier on." "...heaped up leaves of bitterness turned moldy down the years". "Who will share this bitter cup. Let the wild dogs tear them up. Let the cold winds blow them down. Drive them deep beneath the ground"
Sorry, as any Procol Harum fan knows, I could go on and on. How Keith comes up with these lyrics is one of my life's pleasant mysteries. The lyrics plus the music and vocals add up to one of the most pleasant musical experiences possible. Too bad most people can't focus and enjoy music this incredible - it really can take you to another place.
Paul from Usa Maryland
I had a friend once who, when trying to decipher A Whiter Shade of Pale like the rest of humanity, was convinced that the "miller told his tale" line was based on Chaucer. At the time, she had me convinced. Interesting to learn after all these years that we didn't even get THAT right. Love the image of John Lenoon sitting stoned in the back of his limo playing the song over and over--you just don't want this song to end!!Guy B
Very interesting story. Nice interview.Gabrielchacon
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