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Hop aboard the midnight train to Georgia with Gladys Knight & The Pips

Before she became one of “Charlie’s Angels,” actress Farrah Fawcett had a co-starring role of sorts as the inspiration for a song called “Midnight Plane to Houston.”

By Chris M. Junior

Before she became one of “Charlie’s Angels,” actress Farrah Fawcett had a co-starring role of sorts as the inspiration for a song called “Midnight Plane to Houston.”

Originally a country song, it would be made over into an R&B classic by Gladys Knight and the Pips under the title “Midnight Train to Georgia.” A #1 Billboard pop hit and a Grammy winner, Knight’s “Midnight Train to Georgia” marks its 35th anniversary this year, and those involved with its creation have vivid memories of their roles and what the recording means to their careers.

It all began with songwriter Jim Weatherly. In the early 1970s, Weatherly, a former University of Mississippi quarterback, was living in the Los Angeles area, where he played on a flag football team with actor Lee Majors.

One day, Weatherly called Majors and instead spoke to Fawcett, Majors’ girlfriend at the time.

“They had just started to go out,” Weatherly says. “We were talking, and she made this statement that she was packing her clothes, getting ready to take the midnight plane to Houston to visit her folks.”

When he heard Fawcett utter the words “midnight plane to Houston,” Weatherly says a “little zinger” went off in his head, and he wrote the song immediately after hanging up the phone.

“It was really a relatively easy song to write, because I actually used Lee and Farrah as a mental movie in my mind about a girl who comes to L.A. to make it, and she struggles and then goes back, and the guy she falls in love with goes back with her,” he explains. “Of course, that wasn’t their story, but it made an interesting little song.

“I never knew how it was going to end,” Weatherly adds. “I just started singing, ‘She’s leaving on the midnight plane to Houston, going back to a simpler place and time. I’ll be with her on the midnight plane to Houston’ — and then this line hit me: ‘I’d rather live in her world than live without her in mine.’ And that locked it up, and I knew then that it was a really decent song.”

Weatherly, who finished writing “Midnight Plane to Houston” within an hour, recorded the song circa 1972 for his album Weatherly. The song wasn’t going to be marketed as a single, so Larry Gordon, Weatherly’s publisher, sent “Midnight Plane to Houston” to other artists who were looking for material.

The first taker was Cissy Houston, and her renamed rendition of the Weatherly song became the A side of a single released circa 1973 on Janus Records.

“It’s my understanding that Sonny Limbo, who was the producer (for Houston), called my publisher and said, ‘I really love this song, and I’d like to cut it (with) an R&B artist. I’d really like a more R&B-sounding title,’” Weatherly says. “And my publisher said, ‘Well, what do you have in mind?’ And [Limbo] said, ‘What about “Midnight Train to Georgia”?’ And my publisher said, ‘Well, you can change anything but the writer and the publisher. You won’t receive any credit or anything like that.’”

During the time when the song was shopped to other artists,
Weatherly believes that his recording of “Midnight Plane to Houston” was sent to Knight first, then she received a copy of Houston’s “Midnight Train to Georgia.”

“But, I do know that Gladys wanted to change the title as well,” Weatherly says. “She probably heard ‘Midnight Plane to Houston’ and then heard ‘Midnight Train to Georgia’ and said, ‘That’s what I want to do is change it to Georgia, because we’re from Georgia.’”

Nevertheless, that Weatherly song was among some of his compositions that made their way to producer/arranger Tony Camillo, who had been picked by Buddah Records executive Neil Bogart to work with Knight.

Prior to signing with Buddah, Knight and her family group — older brother Merald “Bubba” Knight, plus cousins Edward Patten and William Guest — had a run of chart hits on Motown’s Soul imprint that included 1967’s “I Heard It Through the Grapevine.” Camillo, a former music teacher, was a Motown veteran as well, first landing studio work there in the late 1960s along with friend and fellow New Jerseyan Tony Bongiovi.

When the songwriting team of Brian Holland, Lamont Dozier and Eddie Holland left Motown, Camillo simultaneously worked for both. His credits from that time include arranging Honey Cone’s “Want Ads,” a #1 pop hit in 1971 on Hot Wax, a Holland/Dozier/Holland-affiliated label distributed by Buddah.

Asked by Holland/Dozier/Holland and Motown to sign long-term contracts, Camillo decided instead to return to New Jersey in the early 1970s to do his own thing. That would include opening the Venture Sound recording studio at his home in Hillsborough, a township north of Princeton. Venture is where Camillo would record the instrumental tracks for Knight’s “Midnight Train to Georgia” in 1973.

One of Camillo’s early hires at Venture was Ed Stasium, who lived in nearby Green Brook. Stasium met Camillo through a former bandmate’s father, and Camillo hired him as a staff engineer.

With roughly six months of studio experience under his belt, Stasium was put in charge of engineering “Midnight Train to Georgia.” Two instrumental tracks of the song arranged by Camillo were cut at Venture, and both featured what Stasium calls a “big rhythm section” — a drummer, a bassist and three guitarists, plus acoustic and electric piano.

But Gladys Knight didn’t like either version.

“They didn’t have the magic,” Camillo says.

Stasium remembers Camillo telling him that Knight wanted the backing track to be more “down home,” with a vibe similar to Brook Benton’s “Rainy Night in Georgia.” Guitarist Jeff Mironov, who played on the first two instrumental tracks, says Knight “... wanted it to sound more Southern, that Muscle Shoals kind of thing.”

“In (Camillo’s) mind, I think he felt like he had it — he had a couple of different versions of it, and they were both good,” Mironov adds. “I really had the feeling that he was placating her (by doing a third), and that underneath it all, he felt he had two versions of it he could live with.”

Camillo remembers going to bed one night and hearing a third arrangement of the song in his head. But, instead of bringing in a big band like he did for the previous two sessions, Camillo called in just three musicians — Mironov, bassist Bob Babbitt and drummer Andrew Smith.

The working relationship among that trio had been developing for a long time. Mironov first entered the Camillo fold as a teenager, working on demo after demo of material written and arranged by the producer. Eventually, Mironov was teamed with Motown alums Babbitt and Smith, who had moved to New Jersey to do sessions with Camillo at Venture.

Looking back, Mironov says those demo sessions were all part of Camillo’s effort to refine his writing, production and arranging skills, while at the same time assembling a local core of skilled musicians who could perform the material.

“In a way, he was trying to do what they did at Motown,” adds Mironov, who at the time lived in Highland Park, about 17 miles away from Camillo. “At Motown, they found local musicians who could play a certain style and feel, and over time, they really developed those musicians into a force to be reckoned with.”

Babbitt and Smith provided “powerful feedback” during those demo sessions, Mironov says, helping him develop as a guitarist and contributing to them jelling as a rhythm unit.

Camillo scheduled the Babbitt/Smith/Mironov unit for a weekend evening session to record the third “Midnight Train” arrangement. But, before they got down to business, Mironov says the producer brought them into a back room and played some Al Green songs to give them direction about the feeling Knight wanted.

Mironov also had to deal with a different sort of feeling — after spending the day at the beach, he arrived for the session at Venture with a severe sunburn.

“By the time I got to the studio, my body had stiffened up like a board,” he says. “I could barely sit down.”

But, once the music started, his sunburn did not affect his performance, which he feels represents “a certain Curtis Mayfield/Cornell Dupree R&B-style of guitar playing that had become very appealing to me.”

“I really had studied it and how it affected so many personality aspects of guitar players,” says Mironov, who played his trusty 1955 Fender Stratocaster during the session. “So, it was nice to be connected with a song that really featured that and was the continuation of the development of that particular style of rhythm guitar playing.”

Camillo allowed Mironov, Babbitt and Smith to trust their instincts and let their personalities shine through when they tracked “Midnight Train to Georgia.”

“He left a lot in the musicians’ hands,” Babbitt says. “We took some of his ideas and mixed them with some of our ideas.”

In the end, Babbitt, Smith and Mironov — along with Camillo on electric piano — recorded a core instrumental track that Mironov describes as “simpler and more focused” than the previous two, with “less information and more feeling.”

Overdubs were done at Venture and featured Barry Miles on acoustic piano and Camillo on Hammond organ and percussion. String and horn players who played on the song included Norman Carr (violin), Jesse Levy (cello), Randy Brecker (trumpet), Michael Brecker (saxophone) and Meco Monardo (trombone), among others.

Vocal sessions were recorded in Detroit, with Knight delivering a one-take lead vocal, says Stasium. She later did a punch-in of one line at a New York studio, he adds.

Stasium handled the mixing of “Midnight Train to Georgia,” and a big challenge was how to approach Camillo’s “kitchen sink from bar one” arrangement.

“Camillo always poured everything on, and all of this stuff was in at the top of the song and all the way through it,” Stasium says. “During the mixing, I chose to break it down and bring it in gradually. There’s the big snare-drum intro, one of the greatest fills of all time, and everything’s in there. And then, it goes down to nothing but bass, drums and one of the keyboards. (From there), it builds up — every verse has a different buildup.”

At first, Stasium’s mix featured a false ending, according David Domanich, who was an assistant engineer at Venture.

“Ed originally did the mix where he fades the whole thing,” says Domanich, a teenager living in Hillsborough at the time of the session. “Then, he faded it back in with just the tambourine, the Pips and I believe Gladys’ vocal, too, singing that whole ‘all aboard’ outro with just vocals and tambourine. That went on for another 20 seconds or so and then faded out, but somebody vetoed that during the mastering.”
It was during the mastering that Stasium encountered a slight problem that resulted in him remixing the song again.

“I didn’t know anything about phase cancellation back then,” he says. “The bass was in the middle, and there was a tom-tom tuned to one of the notes in the bass, and the tom was slightly flat.

“When we went to cut the [master] disc, I had the bass in the middle and had panned that tom-tom to the right. So, every time that tom-tom hit, the oscillation between the center and right channel would cause the disc to skip.”

“Midnight Train to Georgia” was the second chart single from the Knight/Pips album Imagination. The song made its debut on the Billboard Hot 100 on Sept. 1, 1973, and hit #1 on the Oct. 27 chart. “Midnight Train” also hit #1 on Billboard’s R&B singles chart.

The ultimate industry honor came on March 2, 1974. That’s when the Knight/Pips version of “Midnight Train to Georgia” won a Grammy Award in the Best Rhythm & Blues Vocal Performance by a Duo, Group or Chorus category, beating out recordings by fellow nominees The O’Jays, The Spinners, The Staple Singers and War.

Camillo did more work with Knight and the Pips, and through the years, he’s worked with other artists as well. He still runs his Hillsborough recording facility, now known as T.C. Studio. The others involved with the session eventually moved on to other projects at other studios, but “Midnight Train to Georgia” remains a milestone moment for them all.
Mironov says he did a number of sessions in the years following “Midnight Train” in which the song’s vibe became a reference point. “That became a style and a blueprint for what to play,” says Mironov, who now lives in New York and plays jazz. “People would say, ‘It’s like “Midnight Train to Georgia,” ’ and you just knew what it was.”

Stasium, who, as an engineer, mixer or producer, has recorded with such artists as Talking Heads, The Ramones and Mick Jagger, lives and works in Colorado. He says “Midnight Train” still comes up in conversation during studio projects.

“It’s always good to hear it in the grocery store or poppin’ through on the radio,” he adds. “My wife has satellite radio, and every time it comes on, she’ll say, ‘Listen to this!’”

Domanich, who went on to work with Madonna and Lenny Kravitz, says he hears “Midnight Train” on the radio “all the time” around his current hometown of Hoboken, N.J.

The song’s continued radio presence is not lost on Sean Ross, former editor in chief of Airplay Monitor, Billboard’s radio industry publication: “It has definitely turned out to be the most enduring of all the Gladys Knight and the Pips songs, even more than their version of ‘Grapevine.’”

Former radio programmer Tom Taylor, now the executive news editor for, attributes the appeal of “Midnight Train” to being “a great ‘story song’ with a universal narrative, and the combination of Gladys’ smoky voice and earnest delivery and the Pips’ train-like ‘woo-woos’ is just irresistible.”

Weatherly, a Tennessee resident, regularly receives feedback from fans of “Midnight Train to Georgia.”

“I’ve had so many people all over the world say, ‘That is absolutely my favorite song of all time,’” he says.

It’s a favorite of Babbitt’s, too, but for a different reason.

“That song always stands out, because it won a Grammy,” says Babbitt, whose long list of credits includes hits by Del Shannon and Stevie Wonder. “I had played on about 10 or 12 records that were nominated for a Grammy, but ‘Midnight’ actually won it.

“I had a guy tell me when I moved to Nashville that people down here were looking for resumés,” he adds. “So, I sent some out to people, and I included ‘Midnight Train to Georgia.’ I had a few producers tell me, ‘You played on that? You don’t need to put anything else on your resume.’”

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