Paul Williams wrote the soundtrack for a generation. His songs were ubiquitous in the 1970s: you could hear them on the radio, television, movies, and The Muppets. The simple honesty of his lyrics captures attention and spurs the imagination. In the first part of our interview, Paul talks about writing songs for a frog, a cruise ship, and Kris Kristofferson; and why heart payment is the best gift you can give to a songwriter.
Carl Wiser (Songfacts): It's going to be very difficult for me not to talk about the Muppets this whole interview. But I am hoping that you can tell me a bit about "Rainbow Connection."
Paul Williams : Well, "Rainbow Connection" was the first number in The Muppet Movie. It's the one that establishes the lead character. We find Kermit sitting in the middle of the swamp. Kenny Ascher and I sat down to write these songs, and we thought... Kermit is like "every frog." He's the Jimmy Stewart of frogs. So how do we show that he's a thinking frog, and that he has an introspective soul, and all that good stuff? We looked at his environment, and his environment is water and air… and light. And it just seemed like it would be a place where he would see a rainbow. But we also wanted to show that he would be on this spiritual path, examining life, and the meaning of life.
The thing I love best about the lyric, I think, is that in the first two lines, you know that he's been to the movies. "Why are there so many songs about rainbows? And what's on the other side?" It tells you that he's been exposed to culture. I think the song works because it's more about questions than answers.
I just loved Jim Henson. It's just been a great relationship through the years, and continues to be. It's interesting, because that song written for that little frog just keeps getting cut. The Dixie Chicks just did it. People keep recording it. Sarah McLachlan did a beautiful recording of it. Willie [Nelson] and I do it as a duet.
Songfacts: Why do you think that song has endured so well?
Paul: I think it's in large part because of the love for the Muppets. Moms and Dads showed that movie to their kids. If I really understood why a song holds on like that one did, I'd be stacking them up right now.
The best part of being a songwriter – beyond being able to make a living at it – is what I call the "heart payment" of a song. That's when somebody comes up after a concert and says, "My mom was a single mom, and 'You And Me Against The World' was a really important song to us." Or "We got married to 'We've Only Just Begun'" or 'Evergreen.' Or "'I Won't Last A Day Without You' got me through some hard times.'" That's heart payment for a songwriter.
Songfacts: With the Muppets, you appeared on the show on the first season, I believe.
Paul: I did, actually. I think it was '77. I did a guest shot, and that's where I met Jim and the whole Muppet gang. After that, Jim said, "We're gonna do an HBO special called Emmet Otter's Jugband Christmas." Do you know that show?
Songfacts: I don't know that show specifically.
Paul: You should check it out. It's very low-tech. If you're a Muppets fan, you need to get a copy of Emmet Otter's Jugband Christmas, the new DVD of it. It had puppets as well as Muppets in it. You could see the strings, you know. It's a little country show. Jim said, "We're gonna do it up in Canada, in Toronto." They had a Muppet workshop up there. "Would you be willing to write the songs for us?" So I wrote a group of songs and scored it. We tried a bunch of things that wound up in The Muppet Movie. You know, Kermit riding a bicycle.
When they made The Muppet Movie in 1979, the Muppets were at the absolute peak of popularity. It was a really big deal. [Jim] asked me again if I would write the songs for it. I said yes, but I wanted to bring in Kenny Ascher, who I'd been working with, because his melodies are so classically beautiful. I brought Kenny in and we wrote the songs, and just had a ball. Jim Henson gave you more [creative] freedom than anybody I've ever worked with in my life. I said, "You want to hear the songs as we're writing them?" He said, "No. I'll hear them in the studio. I know I'm gonna love them." You just don't get that kind of freedom on a project these days.
Songfacts: Yeah, that is kind of rare.
Paul: It's wonderful, isn't it?
Songfacts: Let the talented people use their talent. The line in that song, "The sweet sound that calls the young sailors." Did that come from a nursery rhyme of some kind?
Paul: No. I think that I've always had a fascination with the sea. It's a metaphor for the call to adventure, you know? That voice is something inside us that says you can do anything. There's a great mysterious world out there, let's go see it.
Songfacts: And the idea of the first line is that Kermit was a movie fan… did you have that in mind when you wrote the first line?
Paul: No, but it tells you that he's been exposed to culture. "Why are there so many songs about rainbows?" Which means, obviously, he's heard a lot of songs. This is a frog that's been exposed to culture, whether it's movies, or records, or whatever. And I also like the fact that it starts out with the negative. "Rainbows are only illusions, rainbows have nothing to hide." So the song actually starts out as if he's going to pooh-pooh the whole idea, and then it turns. "So we've been told, and some choose to believe it. I know they're wrong, wait and see." And again, he doesn't have the answer. "Someday we'll find it."
Songfacts: Which is your favorite cover of that song?
Paul: I won't answer that. I love Sarah McLachlan's recording of it, Johnny Mathis just recorded it, Willie [Nelson] and I did it as a duet on my DVD, and then it was recently rearranged and augmented by Phil Ramone for his New Music For An Old Friend album.
Willie and I doing the duet of "Rainbow Connection" is one of my favorite recordings ever in life. The two of us, like two old guys, just talking. It's very conversational. And to hear those lines come out of Willie… One of my favorite voices ever was the guy that did the voice of Jiminy Cricket, Ukelele Ike. "A dream is a wish your heart makes." Just this wonderful, sweet, sweet, sweet voice. It felt like mail from home. And Willie's voice is like that to me. There's such a warmth there, an authenticity, an intimacy. So to hear Willie Nelson singing those words was a real high for me.
Songfacts: Talking about how the first line of that song kind of sets the stage... your song "Evergreen" from the movie A Star Is Born. Can you tell me a bit about that, and how that first line came about?
Paul: I actually wrote those first two lines in the opposite order. I wrote "Love, fresh as the morning air, love soft as an easy chair." I called Barbra [Streisand] as I was getting on a plane to go on tour with Olivia Newton-John. We were doing a six-week tour, and Barbra was in Arizona getting ready to start filming A Star Is Born. I called her and said, "You know what, flip those two first lines, because it sings better." "Love, soft as an easy chair, love, fresh as the morning air." "Morning" sang better at that point in the song. And I remember saying to Barbra, "They'll probably laugh us out of the theatres for starting a love song with a line about a chair, but I think it works better that way." And I think it was the biggest-selling soundtrack album ever at that time, and of course the song won the triple crown: the Oscar, the Grammy, and the Golden Globe.
Songfacts: Did you have a rough cut of the film to view, or how did you know what to write about?
Paul: No, all the songs had to be written before filming began, because they're performed on camera. If it's gonna be performed in the film, or if it's in the film as source music, then it's gotta be done in advance. When I was signed on to write the songs for A Star Is Born, Barbra had the music and one verse for the song "Everything." You know, "The black, black widow is sitting…" She had that song, and that was it. Everything else had to fit. So in seven weeks we wrote all the songs and then they went to work. But yeah, I actually flipped those first two lines at the very last minute.
Songfacts: So what was the collaboration with Barbra on those?
Paul: She sat down and played on a guitar, the melody for "Evergreen" that she'd written. It was just such a beautiful melody. I said, "There's your love song. There's the big love song." I asked her for the melody. She put it on tape for me, and I took it home. I actually wrote that as the last thing, which I think bothered her. But all the Kris Kristofferson stuff was the first thing up on the shoot schedule. So I wrote the songs for Kris first.
You know, Barbra recorded two or three of my songs before we did A Star Is Born. People would always ask, "Were you nervous about writing the Streisand music?" Of course, she's an amazing talent. But to sit down and write songs and to play songs for Kris, who is like… I mean, this is the man who wrote "Sunday Morning Coming Down," "Me And Bobby McGee." It was wonderful. Kris was great about the songs. But the very last thing that I wrote was "Evergreen." I gave that to Barbra, and then hit the road and didn't look back.
Songfacts: When you did The Love Boat theme, you start off with the line, "Love, exciting and new." It's almost like you tapped into something here. Can you tell me about this?
Paul: You know, it's funny, because on stage I sometimes talk about that. I say, "I'm going to do a medley of two songs that you'll never hear together again, but they're the only two songs I've ever written that begin with the word 'love.'"
Charlie Fox gave me this melody, said that it was a new series called The Love Boat, it was about a cruise ship. We honestly didn't think it was going to last 6 weeks. We thought, who's going to watch a series about a cruise ship? And so he sent me the melody, and I thought, what's this all about? It's all about love, you know. Every episode was going to be about these three little stories… you know, meeting and falling in love, going through life stuff. And "BOM ba da." It's an important note, it's gotta be an important word. "Bom, ba dee da da da," so it's… "boats," "ships," ba dee da da, you know, "tits," "ba dee da da".. There's a lot of stuff you could stick in there, but the thing that seemed to work best is, "love, exciting and new, come aboard, we're expecting you." The first line of the song, and you've got people on board the ship.
Songfacts: It occurred to me that there was a time period here that you could not go through a day without hearing something that you had written in some format or another, whether you're watching TV, going to a play, watching a movie, or listening on the radio. Was there anything that you can look back on and say, "I was able to tap into this," or "this is why I was able to relate to people in such a way"?
Paul: No. You know, I think the trick for any songwriter is authenticity. For the young songwriter coming up who is connected to his generation, as I was connected to mine, write honestly about what's going on in the center of your life. You know, when "We've Only Just Begun" was a Number 1 record, I think the Number 1 album in the country was "In-A-Gadda-Da-Vida." So it was as far away from what was happening in the music scene as you can get. And yet it was a hit. I think it was a hit because of, obviously, Karen [Carpenter]'s amazing vocal, but I think that any time we write authentically and honestly about what's going on in the center of our chest, because people are so much alike, there's a big a chance that it's going on in the center of your chest, too.
Relating to the specifics of relationships, and writing love songs, I tapped into something that seemed to work for my generation. I love the fact that some of the songs continue to survive, but I think that there's a window of opportunity for a time when you really, really relate to your generation. And I think a lot of us pass through that as songwriters. You know, I've written three or four things lately with Scissor Sisters. I've got one song on their deluxe album called "Almost Sorry." It's not a love song, it's a song about a bully. I think that that frame of reference to your generation, it kind of changes through the years.
All the work that I'm doing right now, almost all of it, is for the stage. Garry Marshall and I have Happy Days opening, going into rehearsal in July in Connecticut through Good Speed Opera House. We've worked five years on a musical based on the Happy Days television show. I'm talking about doing the same thing with Phantom Of The Paradise, Emmet Otter's Jugband Christmas, and Chicken Soup For The Soul.
But as far as writing love songs for my generation, I think there's almost kind of a window of opportunity for that. I think that at a certain point we move on to write about other things, or we're at a different place in our lives. If you get a chance, pick up an album called New Music From An Old Friend. I wrote the title song on there, "Words And Music." It's a song about hearing new music from an old friend. It's kind of about this subject. There's also a song on there that I wrote with Carole King called "Say Goodbye Today." It's about a later place in a love affair, you know, "I can't believe we're going to say goodbye, say goodbye today."
As the interview continued, we talked more about Paul's inspiration to become a songwriter. He spoke fondly of his writing partners over the years, and his ability to translate their melodies into lyrics. As it turns out, the easiest songs to write often become the biggest hits.
Songfacts: You mentioned "We've Only Just Begun." Now, I've heard the story that it was written when you were commissioned for an ad agency.
Paul: "It had all the romantic beginnings of a bank commercial" is the way I describe it. There was actually a wonderful writer named Tony Asher who wrote for this ad agency, and he'd had a skiing accident and he broke his arm, so he couldn't write or play the piano or whatever. So he suggested Roger Nichols and I as replacements to write this ad. The ad agency called us and said, "Look, we're going to show a young couple getting married, driving off into the sunset, and it's going to say, 'You've got a long way to go, we'd like to help you get there to the Crocker Bank.'" And I went, Okay, what rhymes with Crocker? Crocker what? It was like… to write a jingle. And they said very specifically, "No we don't want a jingle." What they asked for is what we would today call a music video. It was going to show a young couple getting married, driving off into the sunset. After the ceremony, the first kiss and all. So Roger and I wrote the song that would play over that.
We wrote the first two verses of "We've Only Just Begun." We wrote a second version of the commercial that was a verse, and what became the bridge. We added a third verse just in case anybody would ever want to record it. And then I assumed that it would never, ever get cut again. Richard, I guess, heard me singing it on the TV commercial, and called and asked if there was a complete song. And we went, "Well, funny you should ask." And if there hadn't been a complete song, we would have lied and said, "Well, of course there is," and then sat down and written it. You know, songwriting in those days was like that, too. I remember finishing songs in the back seat of a publisher's car on the way to play it for a producer. Just, "Come on, Fifth Dimension's recording, that song's perfect for them, let's go… you can show it to them." "It's not done yet." "Finish it in the car."
Songfacts: So you retained the rights to that song.
Paul: I retained my rights as a writer, and the publisher retained his rights as well. You know, as I moved along through my career I became my own publisher, and co-publisher, but I started out very specifically. It was my first 4-year period at A&M Records. I was published by A&M.
Songfacts: You mentioned you have some feedback on "You And Me Against The World." Can you tell me about that song?
Paul: The first thing Kenny Ascher and I ever wrote. We went to England to do a television show, Kenny was a member of my band. And when we got there there was a problem with the work permits, so the guys in my band couldn't play. I had to use local musicians. So Kenny's sitting around with nothing to do in a hotel in London. So we're sitting there, and we're having a few drinks, because that's what I did in those days. I'm 17 years sober, in those days I drank. We're sitting around and we're talking about writers, and we all love Cole Porter and a certain kind of writer and all. And we started talking about Harry Nilsson and Randy Newman. I loved Harry, but every time I tried to tell Harry how much I loved his songs, he would always tell me, "No, here's the great writer," and he'd play me Randy Newman, who I also loved.
So Kenny and I wrote this little song, "Do you love me, babe, do you love me not? Let's decide in the morning, not now. Boy, you don't like Shuman, or Randy Newman, Nilsson ain't your cup of tea. You think Van Heusen is a shirt worth choosin', but you're still undecided 'bout me. Bo-wo do you love me, babe, do you love me not, let's decide in the morning, not now." It was really kind of a cute little song.
And Kenny's sitting at the piano, turned to me, and he said, "If that was on an album..." and he played, "bomp bomp bomp bomp bomp." He played the intro to what became "You And Me Against The World." And I just looked at him when he finished the intro and sang, "You and me against the world," and he hit another chord, and I went, "Sometimes it feels like you and me against the world." And we went on from there. It's the first song we ever recorded, and God bless Helen Reddy, she had a big hit with it.
Songfacts: And you've had people mention that song as a song that really affected them, huh?
Paul: Yeah, for some reason it seems to really touch the single mother, you know?
Songfacts: You also did the "Old Fashioned Love Song," which is, I believe, the song you performed on the Muppets.
Paul: I did, yeah, yeah, I did. I had three hits with Three Dog Night. The first song they recorded was a song called "Out In The Country," which was Top Ten. And then they did "Old Fashioned Love Song," which was the first big hit that I wrote words and music to. Everything else had been collaborations. And they recorded a song called "Family Of Man." It's funny, I'm friends with Chuck Negron today, who was the lead singer. Each of those three songs was a last-minute song that wound up on the album. And when they recorded them, I don't think they loved them. "Nah, I don't know. Well, okay, we'll do them." And they put them on. And they all three became hits.
I had a date one night, a young lady named Patti Dahlstrom, she was a songwriter. We were going to go out and have dinner. And right before I left for the date I had gotten a phone call that I had a gold record. And I walked into her house, and I said, "Well, got a gold record for such-and-such, it just went gold. Kid did it again with another old fashioned love song." It just came out of me. And I went, wait a minute. I went over to her piano and I sat down, and it's the quickest I ever had a song come out of me. And it sounds like it. It's a really simple song, I wrote it in like 20 minutes. And it was a big hit.
Songfacts: Wow. And what about those other songs that you did with Three Dog Night? Was there a story about how they came together?
Paul: No, they were just songs. Just sitting down and cranking them out. Songwriting was my life, my whole life, at that point. I'd write during the day with Roger Nichols, and then everybody'd go home and I'd be sitting in my office at A&M, I was 29-30 years old... I'm like, well, screw it, let's keep going. And so anybody that fell by, we'd write. So I wrote with a lot of different people, and stayed up way too late, and kept writing.
I was 27 years old when I found songwriting. It was, you know, the first real pain, that for a songwriter gets that feeling of "My God." All of a sudden I found what I could do. I found my place in this world. It just started pouring out of me. There's like an emotional health that comes from it. All of a sudden instead of sitting with all the feelings, the stuff going on in my chest – I could write about it, you know. And I love the craft of songwriting. Roger Nichols, who was my first writing partner, was essentially my music school. I mean, we wrote and wrote together. He was a trained musician and a trained composer, and the more I learned, the more I wanted to write.
Songfacts: You mentioned the heart payment of a song, and how some songs give back. Is there one specific song that you can think of that gave you a lot of heart payment?
Paul: Well, again, it's what I'm talking about, the people that come up and say "This song was especially important to me…" You know, there's other kinds of payment, too. The current Coke commercial, the take-off of Grand Theft Auto where you see the guy drive into town, and he goes in and buys a Coke…
Songfacts: Yes, I like that.
Paul: That's my song from Bugsy Malone. "You give a little love and it all comes back at you. You know you're gonna be remembered for the things that you say and do." Coke kind of went to what is the essence of my message. Like I say, I'm 17-years sober, and have essentially been given my life back. I've never been happier, never been more productive. And I've really gotten to a place where I really see my life as a gift. I feel like Lazarus, I feel like it's a second life. And those two lines of that song, "You give a little love and it all comes back to you, you're gonna be remembered for the things that you say and do," is probably something you could put on my headstone. That's my philosophy right there. You know, treat the world lovingly and with respect, and the world will take care of you.
Songfacts: Were any of your Carpenters' songs based on specific experience? For example, "Let Me Be The One."
Paul: No, I don't think so. I won't say No specifically, because I don't remember. But the guys who work for the United Nations as translators, they sit there and they're hearing somebody speak Swahili and they translate it to French, or they hear somebody speaking Portuguese and they translate it to English, whatever. The way I wrote with Roger Nichols, he would give me the finished melody. And I'm a translator. I heard the emotion of the song and I translated it in English. You know… "Do dee da doo, some sleepless night," I just hear it there. "Dee da do dee da do da da, if you should find yourself alone." Roger was a stickler. He wanted it note for note. He wouldn't want, "Do dee da da," if I wanted to go, "some early morning," he'd go, "No, no, no, it's da dee da da, some sleepless night." So I'm a translator. I hear words in music and it's the way that I wrote for a lot of years.
The way that I started collaborating with Kenny Ascher was different. We would sit in the same room and write words to music at the same time. When I started going to Nashville and writing, Jon Vezner and I wrote a song called "You're Gone" that Diamond Rio had a hit with. And it poured out of us at the same time. There's a subject matter in that song that is specific to my life. There was a young lady that said, "I'm not going to be with you, because you're an alcoholic and addict. I don't want to watch you die." And she wound up leaving, but I wound up getting sober. And that's really the content of that song, "You're Gone," is related specifically to one of my own life events. "The good news is I'm better for the time we spent together. The bad news is you're gone." Garth Brooks recorded that. He hasn't released it yet. It's tucked away in a vault, but I hope he'll release it some day. Come on, Garth.
Songfacts: When you did "Rainy Days and Mondays," can you tell me where that even came from? How you even come up with that?
Paul: As I examine my psyche, when I was an out-of-work actor, I had a movie called The Chase. I wasn't even writing songs yet. I was an actor before I was a songwriter. I did a movie called The Loved One with Jonathan Winters, then two years later I got another movie just like that, called The Chase. I worked three months on it, I think. My mom was a little widow lady living in Denver. And I brought her out to live with me. I said, "Mom, you're never going to have to work again. This movie's going to really make me, it's going to be the big break I've been waiting for. My career as an actor is gonna just fly." The movie came out and I'm not in it. I've got two lines, I think, the way it turned out. Big movie starring Marlon Brando, Robert Redford, Jane Fonda, Robert Duvall, huge film. So I worked on it, but I've got a little, really small part. So the career didn't take off, eventually the phone stopped ringing, eventually they took the phone out, eventually Mom got a job.
So I'd stay up all night, I'd started to plunk out writing songs. My mother would get up in the morning, and she's like, "Don't worry, my son, God has a plan." And she'd talk to herself, she'd mumble. And she'd walk away, "oh jesus, I hope so..." I'd go, "Mom, what's the matter?" She'd say, "You wouldn't understand. I'm just feeling old. Just feeling old." So she'd talk to herself. So I think that's probably where, "Talking to myself and feeling old" came from, because she would jabber to herself, and whenever you'd ask her she'd say, "I'm just feeling old today. I'm not sad, I'm just feeling old."
There's one line in that song that was a fill line. Remember I talked about writing songs in the back of a car on the way to a publisher? On "Rainy Days And Mondays" Chuck Kay, who was head of publishing at A&M, said, "That's a perfect song for the Fifth Dimension, let's play it for them." I said, "Well, there are a couple of lines that aren't done yet." He said, "You'll finish it in the car." So in the car going over there, I came up with a fill line, which was "What I've got they used to call the blues." I didn't have that line done yet, so I wrote it as just a quick fill line, because I wanted to mention the blues, but it was such a hackneyed expression, "I've got the blues." So I just wrote, "What I've got they used to call the blues." And it actually became my favorite line in the song. I think it's the best line in the song. I met Johnny Mercer once at A&M Records, and he sat down and I introduced myself, "Paul Williams," and he shook my hand. And he walked back into the studio where he was mixing, then he stuck his head back out into the hall and he went, "Paul Williams, 'what I've got they used to call the blues,' that Paul Williams?" I said, "Yes, sir." It was funny. It was one of the great moments of my life, to meet Johnny Mercer, who I think was the lyricist's lyricist…
Songfacts: Who loves a piece of your dialogue. I really do appreciate your talking about this. Now, are you going to be in Connecticut for some of these rehearsals?
Paul: Oh yeah, yeah, we're at the Good Speed, and then we go on to the Papermill after that up in Jersey. So I'll be around a bit.
Songfacts: Well I'm definitely going to go see this show.
Paul: Oh, fabulous.
Songfacts: For one thing, I love Happy Days.
Paul: Well, you know what, I think you're going to like the show. I'm really proud of it. It's being produced by Bob Boyett, who produced Spamalot, and History Boys that won the Tony last year. We've got a great producer, and Garry's just a dream to work with. I'm always jumping in a little movie for him and all. I mean, I'm in Georgia Rule and Princess Diaries II. He always calls me at the last minute and says, "Come over and do this little part for me." But it's been a five-year collaboration on this project, and it's really exciting.
Songfacts: Has this show been released in Europe already or anything?
Paul: No, no, no. There was a different Happy Days musical that somebody put together I think, using old songs. It was done a few years ago. But this is an original musical, and this is the first time it's been done as an original musical.
Songfacts: Oh, so we're going to be the first ones to see it.
Paul: You're seeing it first.
Songfacts: Oh, that is going to be so cool. Have you spent much time in Connecticut?
Paul: You know what, I come back for the Michael Bolton golf tournament, and I've been back a couple of times to speak. There's a guy named Gary Stromberg, he wrote a book called "The Harder They Fall," which is a book about celebrities in recovery, and those of us who've gotten our lives back. And I go back and speak for him once in a while. I've done a couple of fundraisers there. I am, in September, too. So I'll be around Connecticut a bunch.
Songfacts: Yeah, it's not a bad area.
Paul: If you want to shoot me this before you publish it, just so I can make sure the facts are right and all, would you do that?
Songfacts: Absolutely. I certainly appreciate it.
Paul: It's my pleasure, Carl.
June 1, 2007.