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The Oklahoma songwriter and guitarist J.J. Cale wrote this and released it as a demo. The first time Cale heard Clapton's version was when it came on his car radio. Clapton later recorded other Cale songs, including "Cocaine" and "I'll Make Love To You Anytime." Cale recalled to Mojo magazine September 2009 that when he heard Clapton's version playing on his radio, "I was dirt poor, not making enough to eat and I wasn't a young man. I was in my thirties, so I was very happy. It was nice to make some money."
This was Clapton's first single as a solo artist. Delaney Bramlett, who was friends with J.J. Cale, introduced Clapton to the song and to Cale's music. Clapton became a big fan, and began using Cale's whispery vocal style on some of his tracks.
The album was going to be called Eric Sings, because it was his first release as a solo artist and he was usually not featured as a vocalist with the groups he played with: Cream, The Yardbirds, and Blind Faith. Clapton was revered for his guitar work, but not his vocals.
Clapton released another, more mellow version of "After Midnight" in 1988 on his greatest hits compilation Crossroads. It was released as a single, but did not chart. This 1988 version was used in commercials for Michelob beer.
Clapton switched guitars for this album. He started using a Fender Stratocaster instead of a Gibson Les Paul.
Clapton was still a member of Derek and the Dominos when he released this song. Along with Stephen Stills, they supported Clapton on the album.