Coming from humble beginnings in Slab Fork, West Virginia, Bill Withers grew up in a coal mining town. Beset by a stuttering problem, he struggled to fit in with his peers. Once he reached his late teenage years, he served in the Navy until his late twenties. During this transition period, he decided to move to California to embark on a music career. In the midst of working, he saved money to begin making demos of his original material. Eventually, he joined forces with Ray Jackson from the Charles Wright & the Watts 103rd Street Rhythm Band to continue working on his demos. Through this relationship, he met Clarence Avant, the owner of Sussex Records. After hearing his demos, Avant was impressed with Withers artistry, and he signed him to his label. Avant brought in Booker T. Jones from Booker T. & the M.G.’s to produce Withers debut album. While making it, the label experienced some financial setbacks and there was a delay in the recording process. As a result, the twelve song offering was constructed over the course of three studio sessions. In May 1971, Sussex Records released his debut album, Just as I Am. The album spawned two hit singles: the Grammy-winning “Ain’t No Sunshine” and “Grandma’s Hands.” For the album’s forty-fifth anniversary, we spoke with the legendary Bill Withers and engineer Bill Halverson about their roles in constructing this timeless album.
After you left West Virginia, when did you begin creating music?
Bill Withers: I was in the Navy for nine years, and I’d basically been around the world. I was living in San Jose, California. I decided that I wanted to take a shot at having a music career. I saved some money and began recording myself and made demos of the songs I was working on. From those demos, I was able to get a record deal. I didn’t play at any clubs or anything like that, until I recorded my first album. Music was always a part of me. I wrote my first song at four years old. I left West Virginia in 1956. I didn’t make music for a living until 1971. That’s fifteen years. West Virginia is where I grew up. I didn’t have many experiences there. I didn’t want to work in the coal mines, so mostly what I thought about when I was in West Virginia was I have to find something to do. So I joined the Navy. Most of my life experiences took place after I left West Virginia. I left there at seventeen years old. My song “Grandma’s Hands” made reference to West Virginia. I didn’t have any girlfriends in West Virginia. [laughs] I was a stutterer with asthma. I couldn’t get a girlfriend. Most of your life takes place after you’re seventeen. Let’s put it this way: I’m from West Virginia, but I’m not of West Virginia. The music that I made crossed over because I listened to a lot of different music. If you grew up in West Virginia, you had to listen to country music because that was the only thing on the radio back then. My music was a combination of all the things I heard, the places I’d been to, and the women I knew. It was combination of a lot of stuff.
When you were working on your demos, how did you meet Clarence Avant?
Bill Withers: I hired guys to make demos, and one of the guys I worked with was Ray Jackson from Charles Wright & the Watts 103rd Street Rhythm Band. I was shopping around my demos and stuff. Ray ended up playing my demos for Forest Hamilton, and he was Chico Hamilton’s son. He was like a manager type. Forest was largely responsible for Stax West [Records]. So Ray played my demos for Forest, then Forest called me up one day and asked me to come by his office. It was there when he introduced me to Clarence Avant from Sussex Records. It was an interesting meeting because I’d never met anyone like Clarence Avant before. He was the first actual Black businessman that I knew. I was trying figure out who he was and what he was all about. Clarence was a deal maker.
How did you first meet Ray Jackson?
Bill Withers: I met him because I met Charles Wright at first. Charles introduced me to Ray. We were going to record together, but Charles and I didn’t get along. Then, I asked Ray if he wanted to work with me on some of my demos. I had the money to record my demos, so that’s what we did together. There wasn’t a long process involved in making my demos because long processes took time and money. My career got started on nickels and dimes.
Where does Booker T. Jones enter the picture?
Bill Withers: He was part of the beginning for me. As far as I knew, Clarence [Avant] might have spoken with other people, but I didn’t know about it. Booker and I met, and we got along well together. It wasn’t this long, complicated process with Booker and me.
Once you signed your record deal, you continued working at your job.
Bill Withers: Well, I had to make a living, so there was no reason for me to change my life until it changed. I wasn’t going to stop working because I received a record deal. It didn’t take that long to make a record. It wasn’t a twenty-four-hour process. [laughs]
You were a self-taught musician. Take me into your thought process when you were creating these songs on your demo.
Bill Withers: Well, music was something I decided to do. It was like a guy building model airplanes in his basement. I was fooling around with some things seeing what I could come up with. Creating music isn’t like building some physical thing. It just came in and out of my mind. I never wanted to analyze my music making process because then it wouldn’t be magic anymore.
Let’s discuss where the album was recorded and the studio sessions.
Bill Withers: We started off recording the album at Wally Heider’s studio in Hollywood, then we got kicked out of there because the bills weren’t being paid. So I didn’t know if I was going to be able to finish the record or not. I wasn’t very happy about it. About six months later, I received a call saying that we could finish my record. We recorded the second half of my album during one studio session because there wasn’t any money. It wasn’t this smooth process where you go in and make a record. We recorded for two nights at Wally Heider’s studio, and on the third night, we were kicked out of there which was embarrassing. It was a shaky process. I didn’t know Sussex Records didn’t have the money to make the album. There were two three hour sessions at Wally Heider. In those days, a three hour session was a traditional thing. In fact, the musicians were paid on a three hour session. Everybody recorded like that. It wasn’t like people spent all day there and there wasn’t any food and women. It was business. Anything over three hours, we had to pay the musicians for overtime, so most sessions were three hours. Here’s an example: my second album cost $7200 to make. This first album cost $3600 to make because there was no money. When we spent three hours in the studio, we completed at least three songs per session. It’s just the way things were back then. We were expected to finish three songs during a three hour session, unless you were a big star and had lots of hits, then you could fool around. Some songs took twenty minutes to make, but there wasn’t a set time to finish a song, but I was expected to get a certain amount of work done.
Can you describe the collaboration process that existed within those studio sessions?
Bill Withers: Fortunately, Booker T. brought out the M.G.’s minus Steve Cropper, the guitar player, and Stephen Stills was a friend of his, so he was nice enough to fill in there. They had a lot of experience because they played on all those Stax records. They were well prepared, so it didn’t take a lot of time. They heard the tune and played it. They were very experienced session musicians. I was the only novice in the room. They were great musicians, and we had good chemistry. I usually arrived at the studio after working. I went into work at seven o’clock in the morning and got off in the early evening. It was a typical work day. It wasn’t practical for me to take off from work to record when I could do it after work. The only people in the studio when we were recording were the session musicians, engineer, and Graham Nash. Graham Nash, from Crosby, Stills & Nash, came by and sat in front of me when we were recording. He was encouraging. I think he was half drunk at the time. [laughs] The studio wasn’t a hangout place. If you weren’t working, there was no need for you to be there, at least in my sessions. I didn’t want any of that bullshit. With me, since I had my own songs, everyone would be looking at me asking me what we were going to do. Even though I was new, I had to be in charge because they were doing my music and songs.
How did you become involved in the making of this album?
Bill Halverson: I was co-producing Stephen Stills first record which was started in England, and we brought it back to the United States. We were working on it at Wally Heider’s Studio 3. He came to me one night and said, “I’m giving you away again.” He did it to me before. A friend of his needed some studio time, and he was going to give him a night of studio time. I didn’t know who the artist was going to be. He told me that Booker T. Jones was the producer. I had a little history there. I helped my old boss Wally Heider record Otis Redding at the Monterey Pop Festival with Booker T. & the M.G.’s. I’d seen their rhythm section, but I hadn’t recorded them. So the way it came about was Stephen Stills was hanging out with Rita Coolidge. Her sister, Priscilla, was in the process of marrying Booker T. I think they were hanging out, and Booker mentioned that he needed some studio time for this new artist he was working with. So that’s how it happened.
When did you first meet Bill Withers to begin working on his album?
Bill Halverson: When we were going to do the session that afternoon, some of the gear showed up first. I was setting up the drums, piano, and bass. They delivered a Hammond B-3 organ for Booker T. The guys showed up, but Steve Cropper wasn’t invited to the session because Stephen Stills was going to be the guitar player. We were all setting up and Bill finally shows up. He had a guitar case in one hand and one of those high back dining room chairs in his other hand. He was a big guy. He asked, “Where do I set up?” The Heider room was a very forgiving room. I’d done vocals in the middle of the room before. I said to him, “I’m going to put you right here in the middle of the room.” He sat his stuff down. He said, “I got something else I have to get out of the car.” So he went back out and came back in, and he had this big platform box. It was about four inches deep with no bottom on it just a wood top. It was four feet by four feet. He lugged that thing in and sat it down in the middle of the room because he was going to put his chair on top of the box. I thought it was a little bit crazy. It was only four or five feet from the drums. He was sitting there getting his guitar out, and we were making small talk. Then, I went about my business and continued setting things up.
How long did it take you to get things set up in the studio?
Bill Halverson: I didn’t have an assistant engineer, so I was going back and forth between the booth and the room. I was making sure the drums, bass, and guitar were sounding good. At one point, Mr. Withers called me over and he pointed down at the box. He said, “You have to mic the box.” I thought it was a crazy idea. I was really well trained to know if a producer or artist wanted something, I didn’t question it I just did it. So I went and got a couple more mic stands, mics, tables, and stuff. I put some mics near the box, and I went back into the control room to finish setting up. It was strange from the beginning, but I could tell he didn’t have much studio experience. I gave him what he wanted. When he would be sitting there playing and singing, I’d go out there and adjust the mics to get them where I wanted them. I’d go back and listen to it, and if it finally sounded good, I left it alone. The fun part is when you listen to “Grandma’s Hands” and “Ain’t No Sunshine,” all that tapping isn’t Al Jackson on drums, it’s Bill tapping his feet on that box. He could’ve been practicing that technique in his dining room for five years for all we know. It’s fun to listen to because it’s predominant in both songs.
What techniques did you implement when you were setting up the audio equipment in the studio?
Bill Halverson: The way Studio 3 worked and it was a copy of United Western’s studio. They were the two competing studios in town. The two owners had a little contest going and we copied that studio. It was a very forgiving room. I learned from a couple engineers that you cut the drums under the studio speakers. There was a little overhang and you could get a little bit of separation. There was about four or five feet between the drums and Bill. Right next to the drums was the bass and a little amp. So it was all really cozy. It wasn’t a big room at all. Across from it was the B-3 organ and Stephen Stills was next to that. This was happening in a twenty-five-foot square area. The average listener may not be able to hear it, but I can hear the leakage. I know if I didn’t have other mics open in the room, the drums would’ve been tighter, but they’re not. There was drum leakage in the other mics. If everyone is playing the right notes, then leakage is your friend. I think those recordings show that. We cut three songs in that one night session. We tried to cut four or five, but ended up with three. In “Grandma’s Hands,” the jazz guitar stuff in the background is being played live by Stephen Stills. There were no overdubs. He’s just playing along with the song. Their rhythm section was so good. I know they did another session later with a different band at Sunset Sound. We recorded everything on two inch tape.
What machines and equipment were you using to capture the sound quality on the songs?
Bill Halverson: Wally had a deal with the 3M Company. We were using a 3M tape machine that we really liked. It was a 3M model 79. It was just a wonderful twenty-four-track; a great sounding machine. We didn’t do any overdubs that night. We did a few takes of each song. Bill came in prepared and it was a great band. I’m sure Booker plowed through a couple of takes later on and chose which ones he wanted. That night, we just recorded and paid attention to what the artist wanted. For separation sake, I used a Shure 57 microphone with a windscreen on his vocal and another Shure on his guitar. For the drums, I used another Shure and a couple of old tube Sony C37s that we used for overheads. We had a lot of Shure 57s in the room and a direct box. A few years later, I was at Record Plant Studios doing some sessions, and I was walking down the hall and I saw Bill. I yelled out to him, “Hey, Bill! I never got a gold record for that.” He replied, “I never got paid.” Well, it was Sussex Records. They were notorious for not paying anybody. For all I know, Stephen Stills and Atlantic Records paid for the time that night. I never got a check from Sussex Records. Mine came from Atlantic.
Where were you positioned in the studio during the recording process?
Bill Halverson: I was sitting behind the console just riding levels and making sure I captured everything. I was running the tape machine and trying to pay attention to see if anyone needed anything. Getting from the control room to studio was about fifteen feet. There wasn’t a lot of running down the hall or anything like that. Bill would sing the song out there for the band, and once they got a handle on it, they would start playing along. They were pretty simple songs and changes. Booker was the producer, so I’m sure they rehearsed, and they sat down and did their thing. It was pretty basic. When you listen to the songs, it certainly makes the artist shine. It’s not over produced. I didn’t hear the songs until they came out. I didn’t do any mixing. They took the twenty-four tracks with them. Later on, they worked on it at Sunset Sound.
What was the lyrical inspiration behind the making of “Grandma’s Hands” and “Ain’t No Sunshine”?
Bill Withers: My grandmother and some broad. [laughs] People always ask me what you meant when you wrote those songs. I meant just what I said. There is no mystery behind it. [laughs] You don’t go and make a record if you don’t think you have something special. Over the years, I got a chance to spend a lot of time with some great athletes: Bill Russell, Muhammad Ali, and people like that. Their attitude was always get out of the way if you can’t play. An artist doesn’t go into a situation thinking that they can’t do it. I did music because I thought I could do it, otherwise I didn’t belong.
As you look back on the making of this record forty-five years ago, what are your feelings regarding the legacy of this album?
Bill Withers: Well, I’ve never tried to be anything other than who I am. This record is a part of my life. If I didn’t make this record, then we wouldn’t be having this conversation, and I wouldn’t have made it in the music business. But it wasn’t like I didn’t set out to do it, you know. I intended to do what I did. This was a long time ago. Most guys my age can’t remember where their house is. [laughs] I think I got very lucky with the people I was able to play with and so forth. I think it was a fair exchange. I think I got something from them, and they got something from me. I’m very grateful for the little career that I had. It’s good when things work out the way that you planned because a lot of people try to do this and they never get to do it. I’m just thankful.
Bill Halverson: I think Bill was one of those guys that was drawn to writing songs that were real, and when that happens, people will look back an acknowledge his work as a really soulful thing and worth acknowledging. He wasn’t a manufactured artist like a lot of the music today. He was just a guy with some songs with a really good soul, and he hooked up with some players that really knew how to complement him. I’ll still post “Grandma’s Hands” on Facebook because I love listening to it. Something in the cosmos brings people together sometimes. I think it was just meant to be.