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Just My Imagination (Running Away with Me)

"Just My Imagination (Running Away with Me)" is a 1971 US number-one hit single released on the Gordy (Motown) label, recorded by The Temptations and produced by Norman Whitfield. The second single from their 1971 Sky's the Limit album, "Just My Imagination" was the third of four Temptations songs to go to number one on the Billboard Hot 100 in the United States. The single held the number-one position on the Billboard Pop Singles Chart for two weeks in 1971, from March 27 to April 10, replacing "Me and Bobby McGee" by Janis Joplin, and replaced by "Joy to the World" by Three Dog Night. "Just My Imagination" also held the number-one spot on the Billboard R&B Singles chart for three weeks, from February 27 to March 20, replacing "Jody's Got Your Girl and Gone" by Johnnie Taylor, and replaced by another Motown single, "What's Going On" by Marvin Gaye. Rolling Stone magazine listed "Just My Imagination" as number 389 on their list of the 500 Greatest Songs of All Time.

Today, "Just My Imagination" is considered one of the Temptations' signature songs, and is notable for recalling the sound of the group's 1960s recordings. It is also the final Temptations single to feature founding members Eddie Kendricks and Paul Williams. During the process of recording and releasing the single, Kendricks departed from the group to begin a solo career, while the ailing Williams was forced to retire from the act for health reasons.


Song information

Featuring a full orchestral arrangement with strings and French horns adorning a bluesy rhythm track and guitar line, "Just My Imagination" has a strong doo wop influence and harmony vocals from Temptations members Otis Williams, Paul Williams, Melvin Franklin, and Dennis Edwards. In the center is Kendricks’ falsetto, relating the bittersweet story of a young man who is too shy to approach the woman he loves, and instead daydreams and imagines a relationship with her. The narrator is canny enough to realize that his daydreams are fiction and not fact, but nevertheless resigns himself to his fantasies.

The song's first two verses, composed with alternating C major and D minor chords, establish the song's theme and explore the narrator's daydreams. In his mind, the narrator and his unrequited love are lovers, prepared to be married, "raise a family", and "build a cozy little home / off in the country / with two children, maybe three".

The song's bridge introduces a harmonic change from C major to G7 as the reasoning behind the narrator's shyness is made apparent. The narrator has not made any attempt to approach the woman because, after having been hurt by a previous lover, he is simply too afraid to embrace the possibility of heartbreak again. In fact, the narrator prays to God that he will never have to experience a breakup again, or he will "surely die". His safe solution is to continue to do what he has done all along: romance the woman he loves only within the confines of his imagination: "But in reality / she doesn't even know me."


During the late 1960s and early 1970s, producer/composer Norman Whitfield and lyricist Barrett Strong crafted a string of "psychedelic soul" tracks for the Temptations. After the success of Sly & the Family Stone's fusions of psychedelic rock and soul music, particularly their 1968 hit single "Dance to the Music", several soul acts, including the Temptations, The Isley Brothers, and The Four Tops, began releasing similar records. By 1970, the Temptations had released three albums of psychedelic soul material (Cloud Nine, Puzzle People, and Psychedelic Shack), which also showed heavy influence from rock acts such as The Beatles, The Rolling Stones, and Jimi Hendrix. During this period, the Temptations released psychedelic-based hits such as "I Can't Get Next to You", "Psychedelic Shack", "Ball of Confusion (That's What the World Is Today)", and the Grammy Award-winning "Cloud Nine".

However, the Temptations themselves, particularly Eddie Kendricks, preferred to record in the style of earlier hits such as "My Girl", and constantly pressured Whitfield to produce something similar to those songs. In a 1991 interview, Eddie Kendricks recalled that many of the Temptations' fans were "screaming bloody murder" after the group delved into psychedelia, and demanded a return to their original soul sound. During this period of Motown's existence, producers, not artists, held the decision-making power, and the Temptations were forced to record Whitfield's psychedelic soul songs, especially since the records were pop hits.

"Just My Imagination" was the result of one of the few times that Whitfield relented and produced a ballad as a single for the group. Whitfield and Strong wrote the song in 1969, but with the Temptations' psychedelic soul singles consistently keeping them in the US Top 20, Whitfield and Strong decided to shelve the composition and wait for the right time to record it. In late 1970, the Temptations' single "Ungena Za Ulimwengu (Unite the World)", a psychedelic soul song about world peace, failed to reach the Top 30, and Whitfield decided to record and release "Just My Imagination" as the next single. He approached Barrett Strong, and asked him to pull out "that song we were messing around with a year ago...because I'm going to record it today." Excepting their late 1960s duets with Diana Ross & the Supremes, the Temptations had not released a single that was not based in psychedelia since "Please Return Your Love to Me" from The Temptations Wish It Would Rain in 1968.

Recording the song

Norman Whitfield began the recording of "Just My Imagination" by preparing the song's instrumental track. Whitfield arranged and recorded the non-orchestral elements of the instrumental with Motown's studio band, The Funk Brothers, who for this recording included Eddie "Chank" Willis on guitar, Jack Ashford on marimba, Jack Brokensha on timpani, Andrew Smith on drums, and Bob Babbitt on bass. Jerry Long, an arranger who had previous experience with scoring films in Paris, worked on the orchestral arrangement and conducted several members of the Detroit Symphony Orchestra in performing the horns and strings for the recording. The Temptations had heard the Funk Brothers' tracks and loved them, but were "totally knocked out", according to Otis Williams, when they heard "the finished record with all the strings."

The Temptations added their vocals at Motown's Hitsville USA headquarters. While all five Temptations usually sang lead on singles during the psychedelic soul era, "Just My Imagination" is primarily a showcase for Eddie Kendricks, who sang lead on Temptations hits such as "Get Ready", "The Way You Do the Things You Do", and "You're My Everything". The Temptations remained at Hitsville overnight recording "Just My Imagination", and while the other four members went home at six o'clock in the morning, Kendricks remained in the studio, spending several additional hours recording takes for his lead vocal.

The song was recorded in the midst of a bitter feud between Eddie Kendricks and the Temptations' de facto leader, Otis Williams. Dissatisfied and frustrated with Williams' leadership, Kendricks began to withdraw from the group, and picked several fights with either Williams or his best friend, Bass singer Melvin Franklin. Kendricks told his friend, ex-Temptation David Ruffin, of his problems in the group, and Ruffin convinced Kendricks that he should begin a solo career. After a final altercation during a November 1970 Copacabana engagement, both Kendricks and Williams agreed that it would be best for Kendricks to leave the group. By the time "Just My Imagination" was recorded, Williams and Kendricks were no longer on friendly speaking terms. Nevertheless, Otis Williams was impressed by Kendricks' performance on the recording, and in his 1988 Temptations biography referred to "Just My Imagination" as "Eddie's finest moment."

Paul Williams, the Temptations' original lead singer and Kendricks' lifelong best friend, sings the lead vocal during the first verse of "Just My Imagination's" bridge ("Every night, on my knees, I pray..."). For the last three years, Williams had suffered from health problems caused by both alcoholism and sickle-cell disease. By the time of "Just My Imagination's" recording, Paul Williams' contributions to the Temptations' recordings had been reduced, and the group had Otis Williams' old associate Richard Street lined up as Paul Williams' replacement.

Single release and Kendricks' departure

Motown released "Just My Imagination" as a single on their Gordy label on January 14, 1971, with the up-tempo psychedelic soul song "You Make Your Own Heaven and Hell Right Here on Earth", from the 1970 Psychedelic Shack LP, as the b-side. The Temptations performed "Just My Imagination" and "Get Ready" for their final appearance on The Ed Sullivan Show, broadcast live on January 31. On-screen, Kendricks stood several feet away from the other Temptations, and made little eye contact with them; Otis Williams later remarked that one could see the group was no longer a complete unit:

"But there was such a bittersweet feeling. Eddie had really changed. Paul was on his last legs. Watch the clip of us doing the song on Ed Sullivan we're not together. Eddie is off by himself. There was no more group. Sure enough, when we played the Copa that week, Eddie left between shows. He didn't come back."

The Ed Sullivan broadcast was Kendricks' last televised appearance with the Temptations. "Just My Imagination" became the Temptations' best-selling single since "My Girl", hitting number-one on both the U.S. Billboard Hot 100 and the U.S. Billboard R&B Singles charts, and number-eight in the United Kingdom. It also became the group's first entry on the adult contemporary chart, reaching #33; the group would not return to that chart until 1984. The single was included along with "Unite the World" on the Temptations' ninth regular studio album, Sky's the Limit, which included the final Temptations recordings to feature Eddie Kendricks. In March 1971, while "Just My Imagination" was on its way to becoming the number-one song in the United States, Kendricks officially received his release from the Temptations and signed a solo deal with Motown's Tamla label.

The intended follow-up to "Just My Imagination" was "Smiling Faces Sometimes", on which Kendricks sang lead. After his departure, the group re-recorded "It's Summer", the b-side to "Ball of Confusion", as a last-minute replacement single, and Norman Whitfield had "Smiling Faces Sometimes" recorded as a hit for The Undisputed Truth. The Temptations and Norman Whitfield returned to psychedelic soul for their next album, Solid Rock, whose second single, "Superstar (Remember How You Got Where You Are)", was written by Whitfield and Barrett Strong as a criticism of both Eddie Kendricks and David Ruffin.

Cover versions

A number of artists have since covered "Just My Imagination", often in different styles from the original. Among the most notable covers of the song is a version by The Rolling Stones, featured on their 1978 album Some Girls, the 1982 live album Still Life, and the 2008 live album Shine a Light. Unlike the Temptations' original, the Rolling Stones cover has a higher tempo, prominent electric guitars, and replaces the subdued tone of the original with a rougher feel. Jagger adds an improvised obscenity after the words 'in reality she doesn't' for comic effect.

Other notable covers include a version by Larry Carlton, and instrumental versions by both Booker T & the MG's and Donald Byrd, who included his cover of "Just My Imagination" on his successful 1975 album Places and Spaces. Funk musician Prince often performed "Just My Imagination" as part of his live concert setlist. A studio cover by Bette Midler, from her 2000 covers album Bette, is stylistically similar to the original recording, with backing vocals from a group of male singers. It also contains an instrumental track which, while synthesized instead of performed with a live orchestra, is very similarly arranged to Norman Whitfield and Jerry Long's original.

Working from the original Motown session tapes, hip hop producer Easy Mo Bee produced a remix of "Just My Imagination", which adds modernized keyboard lines, bass, and programmed drums to the elements of the original mix. This remix was included on the 2005 compilation Motown Remixed, along with several other reworked Motown hits.

Pete Yorn covered the song for the soundtrack to the 2005 movie Just Like Heaven.




  1. Audio interview with Eddie Kendricks and David Ruffin, recorded in 1991 in the United Kingdom. Retrieved from on September 28, 2005. When asked several times about the Temptations' psychedelic records, Kendricks asserts that having the group record psychedelic soul was wholly "the producer's [Norman Whitfield's] idea", and that by 1970, "the fans were screaming bloody murder", and demanding a return "to what we do best".
  2. Bronson, Fred (2003, 5th ed.). "Just My Imagination (Running Away with Me)". The Billboard Book of Number One Hits. New York: Billboard Books. ISBN 0-8230-7677-6
  3. Williams, Otis and Romanowski, Patricia (1988, updated 2002). Temptations, pg. 151.
  4. Ibid, pg. 150.
  5. Williams, Otis and Weinger, Harry (2002). My Girl: The Very Best of the Temptations [CD liner notes]. New York: Motown/Universal Records.
  6. Erlewine, Stephen Tomas. "Just My Imagination (Running Away with Me)" All Music Guide. Retrieved from on September 28, 2005.


  • Bronson, Fred (2003, 5th ed.). The Billboard Book of Number One Hits. New York: Billboard Books. ISBN 0-8230-7677-6
  • George, Nelson. "Cool as They Wanna Be". The Temptations: Emperors of Soul [CD Box Set]. New York: Motown Record Co., L.P.
  • (March 21, 2004). "Just My Imagination (Running Away with Me)". Retrieved on April 21, 2005 from
  • Williams, Otis and Romanowski, Patricia (1988, updated 2002). Temptations. Lanham, MD: Cooper Square. ISBN 0-8154-1218-5.

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