In an interview for the Website Songfacts, Bill Withers said that his first hit record, the lush soul ballad “Ain’t No Sunshine,” was inspired by the 1962 film Days of Wine and Roses, about the toxic relationship of an alcoholic couple. It’s perhaps an unlikely source for such a loving song, but it’s not the only unusual story behind this Classic Track.
Born in 1938, Withers spent his childhood in West Virginia. He lived in the mining town of Slab Fork and then in Beckley with his mother and grandmother; his father died when Withers was only 13. Withers stuttered as a child. He did not develop any musical ambitions until he became an adult. In the 2010 documentary about Withers, Still Bill, the artist’s Navy shipmates recall Withers singing and playing piano while they were stationed in Guam in the late ’50s and early ’60s. It was during this period that Withers began to write songs and think about a music career.
After his discharge from the Navy in 1965, Withers moved to L.A., where he worked assembling airplane toilets for Douglas Aircraft. Meanwhile, he spent his own earnings to record song demos, and looked for a label deal.
Withers was eventually signed to Sussex Records, and the great Booker T. Jones was enlisted to produce the new artist’s debut album, Just as I Am in 1971. Also on the session were two members of the MGs—drummer Al Jackson and bass player Donald “Duck” Dunn—plus singer/songwriter Stephen Stills on guitar. The recordings were made in Wally Heider’s Studio 3, then situated in L.A. at the corner of Cahuenga and Selma. The engineer was Bill Halverson, whose credits at that point included such essential records as Crosby Stills and Nash’s massive self-titled debut, Cream’s “Badge,” Tom Jones Sings “She’s a Lady” and CSNY’s Déjà Vu.
“It was Stephen Stills’ studio time that we were using,” Halverson recalls by phone from his home in Nashville. “I was working with Stephen on his first solo record, and he came to me a couple nights before this and said, ‘I’ve got this guy who needs a night of studio time.’ Stephen was hanging with Rita Coolidge, and Booker was marrying [Rita Coolidge’s sister] Priscilla Coolidge, and somehow Booker asked Stephen for some studio time. We just spent the one night.”
In preparation for the session, Halverson had set up Studio 3 so that Withers would be in the center of the room, which Halverson says was an unapologetic re-creation of United Western Studio 3.
“Heider and [United Western owner] Bill Putnam had had a falling out, and tried to one-up each other in different ways,” Halverson says. “United Western Studio 3 was the busiest studio in town, and when Wally sorted out that space was available [next door to his Studio 1], he hired his studio builder and they rented an hour of studio time in Western 3 and measured it. Then they came back and built Heider Studio 3 to be a copy. It was a little longer, a little narrower, but it had a lot of the same wall treatments and the booth was the same. And keep in mind, Wally never had a Studio 2. Just to rub it in, he named his second studio, Studio 3.
“Where I really benefited in that studio was, Wally Heider went to Bones Howe, who was a really busy engineer/producer at the time and was one of Western’s best clients,” Halverson explains. “He said to Bones, ‘What type of equipment do I need to put in here to get you to come over and try the studio?’ So Bones made almost a flip remark that Wally later told me: He wanted 16 UA equalizers, 16 filters, four 1176 limiters, a couple of Pultecs… He gave him this long list, and Wally went out and bought it.
“It was really a wonderful, forgiving studio where I could do stacks of Marshalls on 10 with Cream, but also do acoustic stuff,” Halverson continues. “You could do vocals in the room with a hand mic—I did that with Tom Jones—and get away with it. I didn’t know how good it was till I started using other studios. But that’s also the room where I did the first CSN record and parts of Déjà Vu. I got to use it a lot.”
On Withers’ session, Halverson placed Jackson’s kit near the control room glass, under an overhanging soffitt—again, an emulation of United Western 3—that held the studio playback speakers. “If you tucked the drums as close as you could under that overhang of the big speakers, you were out in the room but you had really good isolation,” Halverson says.
Next to Jackson, along the same wall, was Dunn’s bass rig, and then the studio’s Steinway grand piano. Across the room was Stills’ electric guitar. Halverson says that because Booker T. was in the house, a B3 had been dropped off earlier in the day, but the organ master didn’t play any B3 on “Ain’t No Sunshine.”
“When Bill Withers showed up,” Halverson says, “he comes walking in with his guitar and a straight-back chair, like a dining room chair, and asks, ‘Where do I set up?’ I showed him right in the middle of the room, and then he left and he came back in with this platform, a kind of wooden box that didn’t have a bottom. It was about four inches tall, and was maybe 3 foot by 4 foot; it was a fairly large platform, and he set it down in the middle of the room. Then he put his chair on it and got his guitar out, and he’s sitting on top of this box. So I miked him and I miked his guitar, and then I was doing other things—getting sounds together.
“But then he calls me over and he points down to the box and says, ‘You gotta mike the box.’ Well, the way I was trained, you serve the artist, whatever the artist needs. So I got a couple other mics and I miked the box, the place down near the floor, next to this platform.
“And now, when you listen to ‘Ain’t No Sunshine,’ you know that all that tapping that goes on [while Withers sings] ‘I know I know I know’ all through it, actually, that’s him tapping his feet on the box, which is actually more intricate than the guitar on that track. He had evidently rehearsed that in his living room, maybe for years.”
Speaking of the “I know I know” parts, a widely circulated story asserts that Withers, at least at one time, thought he should replace that bit with additional lyrics, but his producer and band convinced him that the song is more powerful with the “I know”s. Halverson has no recollection of this conversation going on in the studio, however. Nor does he remember any discussion about the song’s lack of an intro, which is another unique aspect of the arrangement. In Still Bill, Withers talks about the fact that being green as an artist may have worked for him on that score; he didn’t know the unspoken rules that he may have broken by simply launching into “Ain’t no sunshine when she’s gone…”
Back in ’71, Halverson’s go-to mics in Heider Studio 3 were Shure 546s, the precursor to the SM57. He used a Shure on Withers’ vocal, with an EV windscreen. “My normal setup was to run the Shure through a [Universal Audio] 1176 and just limit it a little bit, and no extra outboard EQ. The EQ on the console was really good, and I may have added a little on the top end.”
The console in Heider Studio 3 was a custom board designed by Frank DiMedio. With twenty-twenty hindsight, Halverson says, “You didn’t know what you had until years later, when we didn’t have all that punch of old analog and tube stuff. But actually, even later as Frank used less tubes and went along with the times, he was still always able to keep really fat, open consoles.”
The session was tracked live to a 3M 24-track machine, using Scotch tape, which Halverson says has generally held up really well over time. Most of the other mics were Shures as well: on the kit, on Dunn’s amp supplementing a DI, and yet another on Stills’ guitar amp, though Stills’ playing is difficult to hear over the strings on the final track. “He’s playing really jazz, Wes Montgomery-type fills,” Halverson says. “You can hear just a little bit of Stephen’s chords toward the end.”
After that one-night session, which also included the more spare-sounding R&B hit “Grandma’s Hands,” Withers’ sessions happened in fits and starts, with a six-month break somewhere in the middle because the label was short on funds. Some time after the live band recording of “Ain’t No Sunshine,” the string parts, arranged by Jones and recorded by Terry Manning, were overdubbed onto the track.
“When I hear it now, I can still tell that most of it is live,” Halverson says. “You can hear the roominess of the drums. You can tell that the box and Withers and the guitar are probably 5 feet from the drums, with no baffling in between. Leakage can be your friend, and it’s a nice room sound. It’s just a gathering in somebody’s living room to me…with loud strings.”
Strings and all, “Ain’t No Sunshine” was a massive debut for Withers. It went to Number 3, and won the 1971 Grammy Award for Best Rhythm & Blues Song. Withers scored several more Top 40 hits in subsequent years, including, of course, the Number One “Lean on Me” in ’72. However, Withers’ talent and love of music were eventually overtaken by his growing distaste for the record business. He hasn’t released an album since 1985.
Bill Halverson, however, has had a long, fruitful career. He continued to engineer and produce into the 2000s, and has served as a lecturer for the Recording Workshop (Chillicothe, Ohio) for 30-plus years, sharing the benefit of his experience with new engineers.
“One of the points that I continue to make when I lecture is that, no matter how much technology we have, you need to get in there and record a group of people singing and playing together—whether it’s rock ’n’ roll or bluegrass or a church choir or a symphony,” Halverson says. “That’s what moves me. Get in there with that magic; you won’t understand it until you try.”