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In 2009, Spooner Oldham made the Rock and Roll Hall of Fame when he was inducted in the Sideman category. Born and raised in the small town of Center Star, Alabama, he helped create the Muscle Shoals Sound, playing keyboards on classics like "When A Man Loves A Woman" and "Mustang Sally."

Taking his talents to Memphis in the late '60s, Oldham teamed up with Dan Penn and wrote the hits "I'm Your Puppet" and "Cry Like A Baby." He moved on to Nashville, then to Los Angeles and back to Muscle Shoals, recording and performing with Joe Cocker, Aretha Franklin, Jackson Browne, Linda Ronstadt, The Everly Brothers and many others along the way.

One of Oldham's biggest fans is Neil Young, who had Spooner play on his 1978 album Comes A Time and has been working with him ever since, both in the studio and on tours. Another high-profile associate is Bob Dylan - Spooner played on Dylan's 1980 album Saved and backed him on tour, joining Dylan on stage for his Grammy performance that year.

Spooner still records in the Muscle Shoals area with some of other folks who helped make it an unlikely music mecca. He spoke with us about creating that famous sound and his approach to songwriting.

Carl Wiser (Songfacts): So many people who were part of the Muscle Shoals scene seem to have very fond memories of the time. What was your experience like, and what did you think of the sound?

Spooner Oldham: Well, you know, it's not exactly what I thought about it, but what the rest of the country and the world were thinking about it. We did a hit recording, "You Better Move On," by Arthur Alexander, and The Beatles and The Rolling Stones started covering the songs which Arthur had written. So we knew from that that some different sound waves were going out there to catch the ears of English folks.

The studio itself had this interesting echo chamber at the time. It was a combination of good engineers and good players, and hopefully good songs that made it special for us. Those who heard it and bought it know there are things like "Mustang Sally" from Wilson Pickett out of there. And "Land of 1000 Dances," those were sort of up-tempo danceable kind of things. That was sort of neat, interesting. And there was soul stuff when I was there, like Etta James and "Tell Mama."

And then another studio played across town, Norala Studio that Quin Ivy and Marvin Green had. Their first session out of that studio was "When A Man Loves A Woman," Percy Sledge. That record caught the ears of a lot of folks, but it was a different studio. It still was considered the Muscle Shoals sound because of the nature of the location, northwest Alabama.

But the people that grew up around there had these gospel and country and rock & roll influences, and it all had a gel point there where it was allowed to come together.

Songfacts: Were you encouraged to be creative at these sessions?

Spooner: It was never said "be creative" or "do what you want." But in retrospect, I was never told what to do. Maybe one suggestion along the way. But that was part of it, it was just the openness of the player's ability to do as they wish and hopefully that was the right thing to do. Because there's a freshness to that sometimes. Sometimes you're reaching out for something, you don't know if it'll work. But when it works it really makes you feel good, because you're spreading your wings into unknown territory when you're trying something that you don't know if it will work or not, and then it's appreciated.

Songfacts: Was there a specific session that stood out for you where you did something that was really impressive?

Spooner: Yeah. "Mustang Sally," I was sitting on a stool, and we listened to a demo of Sir Mack Rice who wrote the song, and the first thing I noticed was there was no keyboard on that record. But I'm here, I want the job - what am I going to do that will work within that song? And I just closed eyes for a second, daydreaming, and said, "I wonder what it would sound like if I pretended I was a Harley Davidson motorcycle and was driving through the studio, what would that sound like?" There's a little pause in that record where there's not much going on, and I do rorp-rorp-rorp kind of revving engine thing. And Jerry Wexler would like it, the producer, because he later tried to get me to do it again when I was in New York. Of course, I didn't, it was specific for that song.

I was wanting the job, wanting the pay, so there you go, I had to create a part. (laughs)

Songfacts: Are there any other sessions you remember where you created a part?

Spooner: Every one of them, yes. All of them. It'd take about an hour and a half. I've been blessed with opportunities. There's a lot of hit recordings. Aretha Franklin, first thing we did, "I Never Loved A Man (The Way I Love You)," people give me a lot of credit for that Wurlitzer electric piano part that I played on that. It sort of helped set up the framework for the rhythm section to jump in there with it.

Songfacts: You've recorded in a whole bunch of different places. How was Muscle Shoals different from some of the other places you worked?

Spooner: The environment. Not just within the studio, but in the area. In the beginning it was a dry county, which meant that there were no legal alcoholic beverages in the county. And there was no airport. There is now, but back in the day when we were starting out, those two things weren't available, so that made it more interesting to me why people would want to venture there when there's other places to go. I think they were liking the few records that came out of there so well that they were willing to come. I don't know if they knew what they were getting into when they got there or not, but the upside of it is, there wasn't a lot of distraction. So you could really focus on the music with no problem. There was not much to take you away from that.

The food was good around those parts. There were things that made it special besides the studios and players. The Rolling Stones, they came in and they were their own musicians, so it wasn't like a studio band helping them. They were their own thing. But they were obviously looking for whatever it was coming out of there.

Songfacts: You mentioned the echo chamber at FAME studios. I've always been interested in exactly what that was. Can you describe the echo chamber?

Spooner: Well, it was essentially a concrete block wall, or four walls with stucco on it. And then you'd place a little speaker and a microphone in there. That's the echo chamber. Many folks had different variations thereof. That's the kind they used to use. And then they went on to different kind of echo stuff, electronic echoes. But that's the way that started, just a small room with stucco, with hard surfaces that really echo.

Songfacts: Were you recording with a full band at the time, all playing together at once?

Spooner: Yes, we always did full band and vocals live. So if you had a video camera in there, it would be like a concert, but rarely were any pictures or videos taken.

Some times we'd overdub horns, and sometimes they'd play live with us. And other times someone got an idea, Hey, this is really sounding good, but I think we need some background vocals. And we may add that later. But the rhythm section was always playing along with the vocalist, for sure.

Songfacts: Is that how you prefer it?

Spooner: Still today I prefer that, yes. That's not always how it happens, and I'm flexible. But being after it for 50 years, I've done it all kind of ways, including one instrument at a time. However the producer wants it is the way we'll work. But I prefer to play with a band. Most of them are fun.

Songfacts: Can you tell me about writing the song "Cry Like A Baby"?

Spooner: Yeah. Dan Penn was producing The Box Tops, he had produced a #1 record called "The Letter." He recorded that in Memphis when he and I were both living there. So he calls me one day and says, "Spooner, will you help me try to write a song for Alex (Chilton) and the Box Tops?" He says, "People have sent me some songs, but I don't think any of them really fit. This record company's been after me about three weeks for a follow-up single." And I said, "Sure, I'll try to help write a song for you." We got together in the studio one evening with our little notes of our five or ten best ideas or titles. We each pulled one out and they eventually ended up in the garbage.

The next morning, we were getting tired and decided to call it quits. So we locked the doors, turned out the lights in the studio, turned off the instruments. Went across the street to the little café - name was Porky's or something like that - and ordered breakfast. I remember I was putting my head on the table. There was nobody in there, I don't think, but us and the cook. And I tiredly put my head on the table, my arms under my head, just for a few seconds. Then I lifted my head up and looked at Dan, and because I felt sorry that he needed another record and we were no help to each other that evening, I said, "Dan, I could just cry like a baby." And he says, "What did you say?" And I said it again. He says, "I like that." So unbeknownst to me, we had a song started. By the time we walked across the street back to the studio, we had the first verse written. When we got in, he turned on the lights and the recorder, and I turned on the Hammond organ. He got his guitar out, and we put on a quarter-inch 90-minute tape, and we finished the song, just recorded a demo.

The next day or two in the morning Alex Chilton came in. I was so tired and weary I didn't know what we had, if anything. I played the little tape demo to him and he smiled and reached out his hand, shook my hand, so I knew he liked it, anyway. And then we got in the studio and recorded it shortly, I think that day. It became a #2 record. Whereas I remember "Honey" was #1 for the two weeks that "Cry Like A Baby" was #2. It couldn't ever push it out of the top slot. But anyway, I'm happy, that song's been really durable.

Songfacts: What is another one of the songs that you wrote that you're particularly proud of?

Spooner: I'm pleased with all of them that people like. I've got three or four that are sort of in the running as far as commercial stuff goes. I guess, "Lonely Women Make Good Lovers," which has, I think, three million airplays. Freddy Weller and I wrote that in the early '70s and it's been a country hit twice. One by Bob Luman and then later by Steve Wariner. The other song is "I'm Your Puppet" that James and Bobby Purify did in the late '60s. Been covered by many folks including Elton John. And then I wrote "Sweet Inspiration" with Dan Penn, for The Sweet Inspirations, which was Aretha Franklin's background group at the time we recorded it.

Songfacts: Did these songs ever come from personal experience when you were writing them?

Spooner: Well, they could. I remember Dan Penn telling me a few years ago, "These young songwriters around Nashville" - where he lives now - "always ask me how I write a song." He says, "I tell 'em to make something up." (laughs)

But there's different perceptions on how to write a song. Yeah, one person may write from experience, which is good. But the essence of how it's finished and heard is what matters. I never know if the people who write songs had a personal experience or not. But it's probably easier if it's a personal experience.

Songfacts: What was your perspective on songwriting?

Spooner: Well, it's a little bit of work, a little bit of fun. There must be an analogy out there somewhere trying to build something, where it's a house or whatever. You just keep working at it and when it's finished you stand back and listen to it or look at it and hopefully you say, "A job well done and I like it." It's an in motion thing to me, and there's always my next one. I'm hoping. The one I'm writing on now or tomorrow is my favorite at the moment, because it's the work and the process that's a big part of songwriting to me. The success of the past is wonderful and it stays with you. And then you keep getting paid, in our case. But it's a lot of fun to create something new or to be a part of that. And some artists like it and record it. It's just that process that keeps me going.

June 12, 2012
More on the Muscle Shoals Sound

    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: 3

hi spooner, remembering la crescenta. had some pretty good times. I always felt bad because you gave me that song " these bars have made a prisoner out of me " but I lost it. How is Roxanne and Karen say hi for me. youre friend bob bollingerBob Bollinger from Profinishing@yahoo.com
thanks for the excellent interview with one of my all time favouritesAxel Nelson from Sydney Australia
Spooner Oldham has been a favourite of mine from the time I first heard "I'm Your Puppet" to his work with Aretha right on through to Janis Joplin and Maggie Bell who recorded "A Woman Left Lonely." I was so happy to finally see him in a clip with the legendary Bonnie Bramlett playing this little keyboard, happy as ever and bristling with creative energy. It also confirmed my intuitive sense of him--he's not only a genius but also a great, great guy. Thanks for the beautiful music, Mr Oldham.Eddie from Crown Heights, Brooklyn, New York
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