was Withers' second album, and it also included his hit "Lean On Me
." Withers' band for the album was keyboardist Ray Jackson, bassist Melvin Dunlop, guitarist Benorce Blackman and drummer James Gadson. In 2003, Withers told Mojo
magazine that they rehearsed in Gadson's garage, and then, "We cut that whole Still Bill
album in eight hours for $7,500. I loved that band." According to Gadson, he played the groove for about 5 minutes before Withers came up with the song.