All the Good Guys and the Bad Guys that I've Been A Discussion of Paul Williams By Leon Chase. He’s written songs for Barbara Streisand, Three Dog Night, and Kermit the Frog. He’s been covered by Frank Sinatra, David Bowie, Diana Ross, Cracker, and Elvis, just to name a few...

He’s written songs for Barbara Streisand, Three Dog Night, and Kermit the Frog. He’s been covered by Frank Sinatra, David Bowie, Diana Ross, Cracker, and Elvis, just to name a few. He’s recorded more than twenty albums, acted in over thirty movies, composed fifteen scores, and made dozens of TV appearances. He has a Golden Globe Award, a star on Hollywood Boulevard, two Grammys, and an Oscar, and has been nominated for even more. Nevertheless, as Paul Williams himself has said, “I could find the cure for cancer and you know what I’d be remembered for? Writing The Love Boat theme and playing Little Enos in the Smokey and The Bandit movies.”

You know who he is. Blonde shag. Amber porno glasses. Five-foot-two. For most of the ’70s, Paul existed as a behind-the-scenes big shot that seemed to have a little hand in a whole lot of things. In a time when popular music was only just beginning to make way-for better or for worse-for the era of arena egos and album-length excess, he was a throwback to an earlier breed of star, the celebrity songwriter, a guy whose biggest commercial successes came consistently from other people’s versions of his songs. And, for those of us born in the ’70s, the man practically wrote the soundtrack to our childhoods, from The Boy in the Plastic Bubble to Rocky IV. And, of course, “The Rainbow Connection.”

“My songwriting and my career in songwriting came when I was denied what I really wanted. I thought I wanted to be a leading man. I thought, ‘You’re so attractive, you’re so handsome.’”
-Paul Williams, commencement speech at his son’s high school

Born in Omaha, Nebraska in 1940, Paul spent most of his childhood traveling with his father’s architecture business. Later, he lived with relatives in Long Beach, California, where, as a teenager, he set his heart on becoming an actor. After stints as an apprentice jockey, stunt parachutist, and local-theater darling in New Mexico, Paul went to Los Angeles to become a movie star. The land of image-is-everything was less than kind to a short guy who once described his teenage appearance as “the Pillsbury doughboy made of cantaloupe.” Aside from a major role in the 1965 satire The Loved One;-in which, at age 24, he played a 13-year-old-he found himself facing a stream of bit parts and industry frustrations (including an audition for The Monkees). Not coincidentally, he also found himself turning more and more to songwriting. It had started as a hobby, but he showed a natural gift for it-particularly old-style, sentimental love songs-and he ended up with a job as a staff writer at A&M records. One of his first musical marks on the world came in 1968 with a song he co-wrote for Tiny Tim called “Fill Your Heart,” recorded as the B-side to the smash novelty hit, “Tiptoe Through the Tulips.” Subsequent projects included Paul’s first solo album, a song called “Out in the Country” written with fellow A&M man Roger Nichols for Three Dog Night; and a short-lived psychedelic band called The Holy Mackerel. [Not to be confused with the much more current Les Claypool project-All Music Guide, please take note.]

It was a bank commercial, though, that would launch Paul into songwriting stardom. The Crocker Bank of California hired Williams and Nichols to pen a jingle for a TV commercial depicting a young couple’s wedding. The result was “We’ve Only Just Begun,” which soon after became a hit for the Carpenters and a staple of wedding receptions for a generation to come. In a 1995 interview, Williams recalled: “We didn’t think that there was very much chance that anyone would record it... The number one album at the time was ‘In A Gadda Da Vita.’ So I suppose that in a sense the Carpenters, Roger and I were really alternative at the time.”

More releases followed, including “Just an Old Fashioned Love Song” (again, for Three Dog Night), and two equally sentimental, yet more successful, solo albums. Royalty checks, nightclub gigs, and variety show appearances followed; so did an even deeper descent into drugs, drinking, and all the other eccentricities of body and mind that seemed de rigueur for L.A. celebrity in the early ’70s.

“I never looked like the type of guy who wrote those songs. I wore round black glasses and had shoulder-length hair, a top hat with a feather in it, tie-dyed pants and took a lot of psychedelics. I remember Bing Crosby driving off the lot at A&M, pointing at me and talking to his driver with great disgust. And I thought it was interesting because I was probably the only guy on the lot who wrote the kinds of songs he would sing.”
-Paul Williams, Songtalk interview

For all of Paul’s songwriting success, the movie star in him wouldn’t go away. Fueled by his newfound celebrity status (and more than a few ego-boosting pick-me-ups of the day), he embarked on what would become a decade-long blitz of TV-trivia asides and bizarre character roles. There was his split-second appearance in Melvin Van Peeble’s screwball race/laugh riot The Watermelon Man. Then, in 1973, two films came out which would define Paul’s dual life in Hollywood. The first was Cinderella Liberty, a James Caan drama for which Paul, working with a pre-Star Wars John Williams (no relation), wrote and sang funky lyrics-and received his first Academy Award nomination. The second was Battle for The Planet of the Apes, in which Paul played an orangutan.

It’s no secret that the Planet of the Apes movies have attained pop-cult status. It’s also generally agreed upon by fans that the series gets lamer as it goes on, thanks largely to financial strangulation by 20th Century Fox. Whereas the first couple of films manage to maintain a certain gee-whiz camp and allegorical charm, Battle for The Planet of the Apes—the fifth and last of the originals-finds the series wobbling on its last, opposable-toed legs.

Williams, for his part as Virgil, the amiable orangutan companion, manages to look eerily like himself behind the makeup, and does a decent job of walking awkwardly and saying wise things at appropriate moments. He doesn’t break any ground dramatically; then again, the Apes movies aren’t exactly known for their understatement. More intriguing than the movie itself is the fact that, after one particularly long day of shooting, Paul was scheduled to make one of his many appearances on Johnny Carson’s Tonight Show. Not wanting to miss it, and always up for a good laugh, Paul arranged to sing a surprise, romantically lit version of one of Johnny’s favorite songs... in full ape makeup.

“One day I saw Paul Williams walking out of the room, and suddenly the image of this bizarre rock impresario-this Napoleon of rock-came to mind.”
-Brian De Palma, Filmmakers Newsletter

The following year, an upstart director with a couple of thrillers to his credit approached Paul with the script for a rock musical. It was the story of a songwriter who sells his soul to a satanic record producer, is maimed and double-crossed, and exacts costumed revenge. It was part Phantom of the Opera, part Faust, part Picture of Dorian Gray. And, in Paul’s hands, it would become at once a hilariously weird parody of the music industry and a well-crafted nod to classic morality tales, the American musical, and the larger mythology of rock ‘n’ roll. The director was Brian De Palma. The movie was The Phantom of the Paradise.

The Phantom of the Paradise is definitely a product of its time, a testament to that period, somewhere between Easy Rider and Star Wars, when youth culture was the wild card cash cow, rock was still the rage, and Hollywood execs could be convinced to dump serious money in some very unserious places. The worst casualties of the genre—Tommy, Sergeant Pepper’s Lonely Heart’s Club Band—show their age with all the grace and relevance of a coke binge. The best-such as Phantom or its more popular and subsequent cousin, Rocky Horror-stand up both as memorials of a cultural moment and as self-conscious signposts in a larger B-grade legacy.

That’s not to say that pitching a satirical horror-rock musical was easy, even in 1974. De Palma’s solution was to go to the music industry first, land a record deal for the soundtrack, then use that to convince the movie folks they had a hit on their hands. While making his pitch at A&M’s offices, De Palma met Paul Williams and got the brainstorm to not only hire him to write the music, but to make him the star as well.

The story is classically simple, the details unapologetically ludicrous. Paul is Swan, the mysterious head of the all-powerful Death Records, legendary for his ability to create-and eliminate-stars at will. A sincere, bumbling composer named Winslow Leach (William Finley) shows up with a cantata about Faust. Swan decides to use the music for the much-hyped opening of his new concert hall, The Paradise-sans Winslow. After instantly falling for a singer named Phoenix (Jessica Harper) and enduring a series of mishaps (including having his teeth replaced with silver and getting his face smashed in a record press), Winslow returns, in bird mask and leather costume, to haunt the Paradise and sabotage Swan’s pop bastardizations of his music. Swan eventually cuts a blood-bound deal with the Phantom. The evil nature of Swan, the deal, and the music industry at large is revealed, highlighted by some great rock parodies, budding De Palma trademarks (a Psycho homage, lots of voyeurism, early attempts at split-screen), and crazy sets by a young Sissy Spacek.

Paul Williams-who is by all reports a nice, unassuming guy in person-is genuinely creepy as the egotistical Swan. Paul was originally offered the part of Winslow, but feared he couldn’t be menacing enough and didn’t want to be accused of portraying himself as a bitter songwriter with a grudge. As it worked out, casting him as the villain was a stroke of genius. He pokes fun at the “other side” of the business with obvious relish, and the visual irony of the soft-spoken and decidedly odd-looking Williams as ultimate power-monger and sex symbol is played to its fullest, right down to the shortened doorways.

As Swan himself would tell you, though, “Listen to the music.” Originally, De Palma had wanted to recruit a supergroup such as The Who or The Rolling Stones to star as the Paradise band. When that didn’t work, Paul Williams convinced him that they should create their own band instead. The result is The Juicy Fruits (AKA The Beach Bums AKA The Undead) who twist the original heartfelt cantata into a series of bubblegum hits, spoofing Sha Na Na, The Beach Boys, and Alice Cooper along the way. Paul has said that this project, while not his favorite music, allowed him the most creative control. And it shows. He drops absurd rock hits into the forms and structure of a classic musical, all the while bouncing effortlessly between “Stardust” sentiment and Spinal Tap-quality satire. Originally a bomb at the theaters, The Phantom of the Paradise has gone on to become a cult hit that draws fans in with its kitsch value but brings them back for its deadpan artistry in the face of overwhelming weirdness. There was talk a few years ago about a special-edition laser disc, but nothing seemed to come of it. At one point in the early ’90s, Brian De Palma approached Williams about revamping the show for Broadway, but sadly, the project never took off. Now it looks like Rocky Horror has beaten them to the spotlight.

The Phantom soundtrack brought Paul Williams nominations for both the Oscar and Golden Globe. Nineteen Seventy Six would bring them both again, for his song score of Bugsy Malone, the bizarre all-children gangster musical starring a very small Scott Baio and Jodie Foster (looking a little too much like her Iris character in Taxi Driver to make this film seem altogether wholesome). That same year, Paul was also nominated-and won-the Oscar, a Grammy, and two Golden Globes for his work on the remake of A Star Is Born, including the song “Evergreen,” written with Barbra Streisand. (In a testament to his growing ego and/or inebriation, he came in to help with one song, mistakenly showing up ready to score the whole movie. He ended up with a job as Music Supervisor.) Yet another important event occurred in 1976: Paul made his first appearance on The Muppet Show. He quickly befriended Jim Henson, who recruited him to write the songs for the TV special Emmet Otter’s Jugband Christmas.

“You look like an aerial photograph of a human being.”
-Pat McCormick, upon meeting Paul Williams

In 1977, with a fresh Oscar and what was then the best-selling soundtrack of all time under his belt, Paul returned to the shiny side of the big screen, this time as Little Enos in the quintessential outlaw car movie, Smokey and The Bandit. What bad things can one say, really, about a film that was shot mostly in a speeding Trans Am, spawned a nationwide CB craze (the chat rooms of the ’70s), and whose entire plot centers around a truckload of beer? It was reputedly Burt Reynolds’s idea to team Williams up with six-foot-five Pat McCormick as Little and Big Enos, the mustachioed, cowboy-suited millionaires who attempt to bamboozle Bandit with their outrageous beer-running dare. Next to Jackie Gleason’s bitter last gasps at humor, anything looks pretty good, and the Enos duo were apparently appealing enough to show up in two sequels-the last of which is notable only for the chance to see Paul Williams in drag.

“Jim [Henson] didn’t even want to hear the songs before we went into the studio. That’s how trusting he was.”
-Paul Williams, Nashville Banner interview

Ask any adult under 40 how they felt about Jim Henson, and you’ll begin to get an idea of the effect he had. Armed with a pile of fabric and the radical idea that children’s entertainment doesn’t have to be stupid, the man single-handedly upped the ante for educational television by creating one of the most consistently amusing (and technically involved) network TV shows. In the process, Henson touched a generation. The pinnacle of this extensive feel-good empire came in 1979, with his first feature film, The Muppet Movie.

At once a surreal road movie, self-mocking yuk-fest, and uncompromising expression of Jim Henson’s own spiritual vision, The Muppet Movie follows Kermit the Frog from his humble swamp roots to his Hollywood dream of making “millions of people happy,” collecting a carload of Muppet cohorts, and avoiding a sellout to the deadly frog-leg franchiser Doc Hopper (Charles Durning).

The emotional effect of the movie is bigger than the sum of its parts, due in no small part to the songs, all written by Paul Williams (with composer Kenny Ascher). His ability to slip from screwball to sincerity is a perfect complement to the movie’s high-minded message and lowbrow running gags. I’ve seen the most jaded of cynics-me, for instance-break down at the movie’s big final number, and find me a hipster alive who doesn’t take pause at the opening banjo notes of “The Rainbow Connection.” Gonzo’s tear-jerking campfire lament “I’m Going to Go Back There Someday” is prime Paul, and the oft-overlooked “Can You Picture That?” performed by Dr. Teeth and the Electric Mayhem, recalls Phantom in its dead-on rock satire. Those who only remember this movie from childhood would do well to sit down with it again and marvel at its sincere craftiness and its barrage of sly, adult-slanted details, from Orson Welles as the all-powerful studio head to the saxophonist Zoot’s zonked memory loss. And of course, watch for Paul Williams, trademark glasses and all, as Fozzie Bear’s piano player in the El Sleezo Café.

“You know you’re an alcoholic when you misplace things-like a decade.”
-Paul Williams, New York Daily News

The end of the ’70s found Paul in a comfortable place, artistically and financially. The Muppet Movie brought two more Oscar nominations, a Golden Globe nomination, and his second Grammy. Jack Jones was belting out Paul’s “Love Boat Theme” every Saturday night. There was a steady flow of television appearances as well-most notably as the mime-building camp villain Dr. Miguelito Loveless Jr. in the just-plain-weird television movie Wild Wild West Revisited.

Years of alcohol and cocaine abuse, however, were taking their toll. Under the pretense of the isolated creative type, Paul regularly spent long periods locked in the top floor of his five-acre estate, often with a loaded gun in his hand. For most of his career he had succumbed to the classic drugs-equals-creativity reliance, and liked to put impossible demands on himself-writing the entire score for Phantom in four weeks, for example, or A Star Is Born in nine. Now, the creative binges were giving way to full-blown blackouts.

There’s a certain Faustian touch to the fact that, Little Enos aside, Paul’s only major project during the ’80s was writing the intentionally corny songs for Ishtar-a job which, incidentally, he has called his toughest; since each “bad” song had to be approved by every cast member, over fifty were written. As his addiction deepened, Paul retreated entirely from public life. He has stories of his first wife and children walking out on him, of waking up next to suicide notes he didn’t remember writing, and, at one particularly memorable low point, of sneaking out of the puppy door on his hands and knees to score drugs. His rock bottom and/or saving moment came when, in 1989, he phoned his psychiatrist during a heavy blackout and asked for help. He doesn’t remember making the call.

Successful recovery and a slow, sober return to entertainment followed in the early ’90s. Rather than resign himself to the ranks of “Behind the Music”-style drug-casualty cliches, however, Paul has taken an active part in helping other addicts and addressing the problem of substance abuse in the music industry. Soon after his own recovery, Paul became a certified substance-abuse counselor, a job that he continues to this day. He has also gotten involved with the Musicians’ Assistance Program, a group that helps provide drug and alcohol treatment to music-industry professionals.

“The cartoon acting I did in so many of the films, well, I’m going to have to live with that. But I look at some of my sober acting and I see a difference.”
-Paul Williams, New York Daily News

Although he has yet to take on the show-biz omnipresence of his early years, Paul has spent the past decade working steadily. After easing himself back into songwriting in the mid-’90s, he has begun pitching himself in Nashville-long a haven for professional songwriters, and a place where his name, to his own self-effacing surprise, carries legendary weight. Tribute concerts have been held in his honor in New York and L.A., he makes regular speaking appearances across the nation, and his ninth solo album, Back to Love Again, has just been released. On-screen, he has shown up as Andy Warhol’s P.R. guy in The Doors, a recurring recovering alcoholic on The Bold and the Beautiful, and the voice of the Penguin on Batman: The Animated Series, just to name a few. While, sadly, there don’t seem to be any leading roles in his near future, one recent film role does stand out: James Bruce’s surreal 1995 indie psychodrama, Headless Body in a Topless Bar (available from

Based very loosely on a real event (the title is lifted straight from the New York Post headline), Headless Body in a Topless Bar details a botched robbery of a quaint topless bar, where a sociopathic gunman keeps five patrons hostage and makes them answer personal questions, one by one. The theatrical convention of sticking a bunch of disparate oddballs in a room and having them confess is nothing new and-The Breakfast Club aside-a trick usually falls flat on the big screen. Despite some decent efforts by the mostly anonymous cast, the dialogue has an overwhelmingly stagey feel; the victims’ personal revelations are less than earth-shattering (The stripper is a lesbian! The businessman is kinky!) and the bad guy seems a little too eager to drum up a group-therapy session to ever really be believable.

Paul Williams, however, stands out as Carl, a crusty, wheelchair-bound old regular. Not only is he credible as a timid multiple-sclerosis victim forced to confront his own deterioration, but his scenes bring a subtlety and emotional honesty not found in most of his earlier, more high-profile roles. It’s the work of an actor, not a celebrity, and if nothing else, the movie stands as heartening evidence of what Paul is capable of in his later, more understated years.

“I made a deal with myself when I got sober that I would return to writing when I got excited about it, if I ever did. And now it feels right again.”
-Paul Williams, People

On June 16, 2001, Paul Williams was inducted into the Songwriters Hall of Fame. The announcement came just after Paul’s March election to the board of directors of the American Society of Composers, Authors and Publishers (ASCAP). As part of the Hall of Fame, Paul was officially recognized for over thirty years of musical accomplishment, and joined the ranks of James Brown, Bob Dylan, and a bevy of equally prolific-if more immediately familiar-names.

In response to the news, Paul told an Ohio newspaper: “You know, I went to the Oscars and the Grammys and the Golden Globes a lot, but this is probably the peak of it for a songwriter. The best part is, I’ll be able to remember it all the next day.”

Special thanks to the Rainbow Connection e-mail group, and David Chamberlayne in particular. For the world’s most complete Paul Williams site, visit David’s Paul Williams Music and Acting Pages at
For information on Paul’s fan club and favorite charities, go to

Article revised and available in the Impossibly Funky Collection

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