Paul Williams wrote this with Roger Nichols. It was an early effort for the duo, who went on to write hits for Three Dog Night and separately wrote popular TV themes: Williams for The Love Boat
and Nichols for Hart To Hart
. Williams said in a Songfacts interview
: "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.'"