The Oklahoma songwriter and guitarist J.J. Cale wrote this song. The first version was an uptempo rendition that he recorded with his band, the Leathercoated Minds, which was released in 1966 as the B-side of a song called "Slow Motion." Released on Viva Records, the song was produced by Snuff Garrett, who owned the label.
The song (and the only Leathercoated Minds album, Take A Trip Down Sunset Strip) went nowhere, but Eric Clapton was very impressed with the song and included it on his first solo album in 1970, also releasing it as the only single from the album. Clapton sought out more of Cale's music and became a huge fan; he later recorded other Cale songs, including "Cocaine" and "I'll Make Love To You Anytime," and began using Cale's whispery vocal style on some of his tracks.
Clapton's cover was a very big deal for Cale, who seemed to have an aversion to fame and was going through serious financial difficulties. 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."
Cale finally got a record deal in 1971 and released his first album, Naturally, that year on Shelter Records. A single from the album, "Crazy Mama," was a hit, going to #22 in the US. Cale also released a new version of "After Midnight" on the album and issued it as a single. This new version was done in Clapton's relaxed style, and this time Cale scored a minor hit with it, reaching #42 in July 1972.
There are a several different stories about how Clapton heard the original J.J. Cale version of this song. Here are a few:
1) Cale was friends with another Oklahoma musician named Carl Radle, who played the song for Eric Clapton when he was the bass player in the act Delaney & Bonnie (Radle would later join Clapton in Derek and the Dominos).
2) Clapton heard the song on his car radio and went looking for it.
3) Buddy Holly's drummer, Jerry Allison, was familiar with the song and introduced it to Clapton when the two were working together.
4) Delaney Bramlett of Delaney & Bonnie knew about the song and suggested that Clapton cover it.
J.J. Cale's original existed as an instrumental for a while before he came up with a lyric for it. Cale said that he finally got the idea for the words when he was playing a show in Atlanta and someone shouted, "Let it all hang out."
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.
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 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.
J.J. Cale was always very gracious about Clapton recording his songs. "It's very flattering that people of that caliber are listening to what I do," Cale said.
Clapton held Cale in such high regard that he recorded an album with him in 2006 called The Road To Escondido. Cale passed away in 2013 at age 74.
A Scottish singer named Maggie Bell took this song to #97 US in 1974. It was her only chart entry in America, although he had a few hits in the UK.
This was used in the 1988 movie Rain Man, starring Tom Cruise and Dustin Hoffman.