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Music / Paul Williams

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Why are there so many songs about rainbows? Because this guy wrote most of them.

"Just an old fashioned love song
playing on the radio
And wrapped around the music
is the sound of someone promising they'll never go.
You'll swear you've heard it before
as it slowly rambles on and on
No need in bringing 'em back
'Cause they've never really gone."

"Sentimental fellow
sometimes overmellow
Writing verses no one plans to do
I know I'm no Cole Porter
I'm noticeably shorter
Do I deserve to have someone like you?"
— "You Know Me"

Paul Hamilton Williams, Jr. (born September 19, 1940) is an American singer-songwriter, musician, and actor born in Omaha, Nebraska. He was a prominent (albeit diminutive) figure in the pop culture zeitgeist of The '70s, having composed hits for acts such as Carpentersnote , Helen Reddynote , The Monkeesnote  and Three Dog Nightnote , and appearing in popular television shows of the era, such as Hawaii Five-O, The Love Boatnote , and The Muppet Show. He's even done some voice acting, playing the Penguin on Batman: The Animated Series and Cairo on Phantom 2040. He won an Academy Award for the song "Evergreen", performed by Barbra Streisand in A Star Is Born, also a #1 hit for Streisand.

Williams also composed soundtracks for cult Rock Opera Phantom of the Paradise (in which he also performed the role of villainous record producer Swan), children's gangster movie Bugsy Malone, and notorious box office flop Ishtar. Continuing his good relationship with The Muppets, he contributed several songs to the soundtrack of The Muppet Movie (most notably perennial classic "Rainbow Connection"), even making a cameo appearance as a piano player. His most recognizable film role might be Little Enos Burdette in the Smokey and the Bandit series or Virgil the orangutan in Battle for the Planet of the Apes, but he's reaching new audiences as a gun dealer known as "The Butcher" in Edgar Wright's Baby Driver.

As a performer in his own right, Williams recorded a number of albums, among them a well-regarded '70s album series on A&M, and overlooked gem Someday Man on Reprise. After over a decade of heavy substance abuse, Williams released his last album for more than fifteen years in 1981; his career as a songwriter would never quite recover, certainly not his career as a performer. The man himself, however, did, and has been an advocate of recovery ever since. He remains hugely respected by his peers, having been inducted into the Songwriters' Hall of Fame in 2001. In 2009, he was elected President and Chairman of the American Society of Composers, Authors and Publishers (ASCAP).

Not to be confused with the boxer (though he did write a song on the subject), the gospel musician, the saxophonist, the Temptation, the music journalist and author of Das Energi, seven-plus footballers, or a The Young and the Restless character of the same name.


  • Someday Man (1969)
  • Just an Old Fashioned Love Song (1971)
  • Life Goes On (1972)
  • A Little Bit of Love (1974)
  • Here Comes Inspiration (1974)
  • Ordinary Fool (1975)
  • A Little on the Windy Side (1979)
  • "...And Crazy for Loving You" (1981)
  • Back to Love Again (1997)
  • I'm Going Back There Someday (2005)

Tropes associated with Paul Williams:

  • Age-Progression Song: "We've Only Just Begun", one of the classics. Also, to more heartbreaking effect, "Time".
  • Album Title Drop: Never once departed from the tried-and-true "title drop in title track" method.
  • Antiquated Linguistics: "Trust" is, at times, Shakespearean like that.
  • Award-Bait Song:
    • The credits reprise of "Flying Dreams" in animated classic The Secret of NIMH.
    • Back to Love Again consists almost entirely of archetypal Award Bait Song instrumentation, even including a duet re-recording of "I Won't Last a Day Without You" that could have easily played over any '90s animated film.
    • "Rainbow Connection" is a piece of bait that almost took, but more importantly, its presence in popular culture is still strongly felt, having become an indelible part of The Muppets as its Bootstrapped Theme.
  • Big Brother Mentor: Paul's younger brother — whose name is Mentor — considered his brother an inspiration as a musician. Mentor is best-known for writing Dobie Gray's (and later Uncle Kracker's) R&B hit "Drift Away".
  • Break-Up Song / Silly Love Songs: His catalog can be roughly divided into one or the other. Williams himself refers to his music as "co-dependent anthems."
  • Call-Back: Fittingly, "Still Alive" incorporates both musical and lyrical callbacks. The main riff is taken verbatim from "That's What Friends Are For".
  • The Cameo:
  • Celebrity Is Overrated: In his own words:
    " There’s nothing more pathetic to me than some little old man going, “Please, sir, may I have some more fame?” "
  • Charity Motivation Song: Was part of the "Voices That Care" super group, which released one charity single in 1991. Other members included Billy Dee Williams (no relation), The Fonz, and Michelle Pfeiffer.
  • Christmas Songs: The soundtrack for The Muppet Christmas Carol, as well as the earlier Henson special Emmet Otter's Jug-Band Christmas .
  • Cool Shades: Though it's more common to see Cool Glasses nowadays.
  • The Cover Changes the Meaning: "You and Me Against the World", a hit for Helen Reddy, became an anthem for single mothers everywhere, after some changes/and or removal of lyrics here and there.
  • Cover Version: A few here and there — perhaps inevitably, a version of "That Lucky Old Sun" serves as the closer of Life Goes On.
    • "...And Crazy for Loving You" consists of nothing but covers of classic country songs by artists such as Patsy Cline, Jim Reeves, and the Louvin Brothers.
  • Cult Soundtrack: Bugsy Malone, Phantom, and Ishtar.
  • Dead Artists Are Better: "Goodbye, Eddie, Goodbye", about a struggling artist who decides to kill himself to boost record sales to earn money for his sister's life-saving operation. It works.
    Well, you did it, Eddie / and though it's hard to applaud suicide / You gave all you could give / so your sister could live / All America's choked up inside, man
  • Driven to Suicide: Touched upon but ultimately averted in "One More Angel".
  • Early-Installment Weirdness: His first musical outings were as frontman of psychedelic rock outfit The Holy Mackerel.
  • Escapism: Such themes abound in Williams' oeuvre, such as "Roan Pony" and "Out in the Country".
  • Genre Roulette: The soundtrack for Ishtar.
  • Greatest Hits Album: Though it took all of twenty years for the official follow-up to 1977's Classics to be released.
  • Heavy Meta: "An Old Fashioned Love Song" is a love song about love songs.
  • In Name Only: He seems to view Someday Man as being an album of his in name only, being more in line with Roger Nichols' sunshine pop efforts and fully produced by the same, Paul viewing himself merely as a vocal interpreter for Nichols' vision.
  • Ink-Suit Actor: A short, rather stout man with long hair and poor eyesight as the voice of the villainous Penguin fairly smacks of typecasting.
  • Let's Duet: The album/video release I'm Going Back There Someday features duets with Willie Nelson, The Great Gonzo, and Melissa Manchester.
  • Long Song, Short Scene: "Never Thought I'd Get to Meet the Devil" from Phantom, though arguably presented in its entirety in the film, was left off the soundtrack album.
  • Lousy Lovers Are Losers: "The Hell of It" is a the "Reason You Suck" song to someone who died and was Hated by All, and the chorus makes a point to insult their sexual prowess too.
    Good for nothing, bad in bed,
    Nobody likes you, you're better off dead
  • New Sound Album: A Little on the Windy Side is a bit more carefree and upbeat, both lyrically and musically, than his series of A&M albums, featuring about one song that hearkens back to his days of melancholy love songs.
  • Non-Appearing Title: "Nilsson Sings Newman" and "Faust".
  • Perishing Alt-Rock Voice: He usually sounds like he's either wasting away or on the verge of tears. It works to great effect and emphasizes the earnestness in his music.
  • Pop-Star Composer: At least one half of his legacy consists of scores and original song compositions for film and television.
  • The Power of Love: It's not for nothing his autographs and newsposts include the salutation "Love and light."
  • Real Life Writes the Plot: "Still Alive". Also, several songs on Back to Love Again.
  • Rearrange the Song:
    • "An Old Fashioned Love Song" and "Sad Song", both with The Muppets on background vocals!
    • I'm Going Back There Someday features rearranged versions of several of his classic songs; notably, its version of "Rainbow Connection" is a duet with Willie Nelson who often performs the song in concert, and even named an album after the song. "We've Only Just Begun" is an example of a recursive rearrangement, as the song owes more to the Carpenters version than his stripped-down album version from before.
  • Recovered Addict: After kicking his drug and alcohol addictions, Paul is an outspoken advocate for recovery programs. Notably, he collaborated with other songwriters including Steven Tyler, Sheryl Crow, and Joe Walsh to contribute songs for a national benefit concert for the Facing Addiction charity.
  • Reincarnation Romance: "Old Souls". Paul appears to believe in this concept as it applies to real life.
    Our love / is an old love, baby / It's older / than all our years / I have seen in strange, young eyes / familiar tears
  • "Sesame Street" Cred: He appeared on Yo Gabba Gabba!, performing "Rainbow Connection".
  • "Setting Off" Song: Aside from the uber-classic "Movin' Right Along" from The Muppet Movie, there's "Easy Street", with a lyrical reference to Hope and Crosby's Road to ... movies for bonus points!
  • Shout-Out: "Nilsson Sings Newman".
  • "Somewhere" Song: "I'm Going to Go Back There Someday", and in a more metaphorical sense, "Rainbow Connection".
  • Song Style Shift: "Lonely Hearts" features an insanely loud and discordant (for Paul) bridge that comes out of nowhere. Fitting, considering the film for which it was composed.
  • Spoken Word in Music:
    • The Holy Mackerel B-side "Listen to the Voice".
    • "Goodbye, Eddie, Goodbye", in a gratuitous Puerto Rican accent, no less!
  • Spoonerism: Though not performed by Williams (as noted in Step Up to the Microphone), The Holy Mackerel's album contains a spoonerized reading of the story of Prinderella and "her two sisty uglers" who couldn't "shit in that fooe."
  • Step Up to the Microphone: Though Paul shared lead vocal duties for the Mackerel with his brother Mentor almost equally, former Jefferson Airplane bassist Bob Harvey narrates "Prinderella".
  • Strictly Formula: Averted somewhat for someone so closely associated with the genre of soft rock and all that usually entails; Williams wasn't afraid to mix it up a bit, at least musically. Ordinary Fool veers into Genre Roulette territory at times.
  • Stylistic Suck: The soundtrack for Ishtar, and to a lesser extent Phantom of the Paradise. Though as with any great parody, the "suck" is suffused with affection and respect for the mocked genres. It's telling that they can still be considered Awesome Music.
  • Surprisingly Gentle Song: Though the entire opposite was true of his regular studio albums (which would usually include one rocking or strikingly upbeat number among his usual fare), Phantom has "Old Souls".
  • The Drifter: Recorded a song by that name, though the song itself is an example of a Wanderlust Song.
  • "The Reason You Suck" Song:
    • "The Hell of It" from Phantom of the Paradise was written as one for the character of Beef; however, the scene for which it was composed was scrapped, and so it became the end credits song, leaving audiences confused as to whether it's sung by Swan, the Phantom (it's a long story), or an out-of-character Williams.
    • "Still Alive" is one... to his younger self.
  • This Is a Song: A small number of them. "An Old Fashioned Love Song" in particular is Heavy Meta about this.
  • Three Chords and the Truth: "Still Alive", with heavy emphasis on the truth.
  • Top Ten Jingle: "We've Only Just Begun" was first written for an advertisement for a now-defunct bank. Williams was later called up by Richard Carpenter, inquiring whether a full-length version of the song existed; Williams said it did, then promptly hung up and wrote the rest.
  • Truck Driver's Gear Change: "Rainbow Connection".
  • The Un-Smile: Swan has a rather memorable one. It's even on the Phantom album cover!
  • Verbal Tic: A number of them, mostly related to odd pronunciation issues, making his singing voice an acquired taste to most.
  • Villain Song: "Bad Guys" is this, even if it's one of the cheeriest examples.
  • "When I'm Gone" Song: "You and Me Against the World".
    And baby, when one of us is gone / one is left alone to carry on / Then, remembering will have to do / Memories alone will get us through
  • Where It All Began: Williams has noted the full-circle irony of the A&M Records lot eventually becoming the property of the Jim Henson Corporation, considering their shared legacies.