Paul Williams wrote this with Roger Nichols. Instrumental backing was by L.A. session musicians from the famous Wrecking Crew.

Sometimes song lyrics are written on the fly, and that was the case with a line in this song. Says Williams:

“On ‘Rainy Days And Mondays’ Chuck Kay, who was head of publishing at A&M, said, ‘That’s a perfect song for The 5th Dimension, let’s play it for them.’ They passed on it. I said, ‘Well, there are a couple of lines that aren’t done yet.’ He said, ‘You’ll finish it in the car.’

So in the car going over there, I came up with a fill line, which was ‘What I’ve got they used to call the blues.’ I didn’t have that line done yet, so I wrote it as just a quick fill line, because I wanted to mention the blues, but it was such a hackneyed expression, ‘I’ve got the blues.’ So I just wrote, ‘What I’ve got they used to call the blues.’ And it actually became my favorite line in the song. I think it’s the best line in the song.

I met Johnny Mercer once at A&M Records, and he sat down and I introduced myself, ‘Paul Williams,’ and he shook my hand. And he walked back into the studio where he was mixing, then he stuck his head back out into the hall and he went, ‘Paul Williams, ‘what I’ve got they used to call the blues,’ that Paul Williams?’ I said, ‘Yes, sir.’

It was funny. It was one of the great moments of my life, to meet Johnny Mercer, who I think was the lyricist’s lyricist.”

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