from the album Some Girls

"Just My Imagination (Running Away with Me)" is a song by American soul group The Temptations. Released on the Gordy (Motown) label, and produced by Norman Whitfield, it features on the group's 1971 album, Sky's the Limit. When released as a single, "Just My Imagination" became the third Temptations song to reach number one on the US Hot 100. The single held the number one position on the BillboardPop Singles Chart for two weeks in 1971, from March 27 to April 10. "Just My Imagination" also held the number-one spot on the R&B Singles chart for three weeks, from February 27 to March 20.

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 left the group to begin a solo career, while the ailing Williams was forced to retire from the act for health reasons. In 2004, Rolling Stonemagazine listed "Just My Imagination" as number 389 on its list of the 500 Greatest Songs of All Time.

A full orchestral arrangement with strings and French horns adorning a bluesy rhythm track and guitar line provides the instrumentals. Music critic Stephen Thomas Erlewine of allmusic interprets the song as describing the bittersweet story of a man who fantasizes about the woman he loves 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. For Erlewine, "the Temptations' performance has a dream-like quality, quietly drifting through the singer's hopes and desires."

The song's first two verses 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 / out in the country / (with) the two children, maybe three". Then, in the bridge, the narrator prays to God that he will never lose the lady's love to another, or he will "surely die". The song's final line, however, reveals that he possesses her love only within the confines of his own 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. By 1970, the Temptations had released psychadecially-influenced hits such as "Runaway Child, Running Wild", "Psychedelic Shack", "Ball of Confusion (That's What the World Is Today)", and the Grammy Award-winning "Cloud Nine". 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.

"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." Except 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 Rainin 1968.

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 Temptationsbiography 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.

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 ShackLP, 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 Sullivanwe'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.

On February 7, 1971, "Just My Imagination" entered the U.S. BillboardHot 100 chart at the 71st spot and later number one on both the Hot 100 and the U.S. Billboard R&B Singles charts. 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. He began working on his solo album All By Myselfshortly before officially leaving the group.

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 Kendricks and David Ruffin.

A number of artists have since covered "Just My Imagination", often in different styles from the original. Among the most notable covers 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. Other notable covers include a smooth-jazz version by Larry Carlton, an acoustic cover by Ted Hawkins, a mid-tempo pop interpretation by Bette Midler,, instrumental versions by both Booker T & the MG's and Donald Byrd, who included his funk-influenced cover of "Just My Imagination" on his successful 1975 album Places and Spacesand Rose Royce's version from their 1986 album Fresh Cut.

Working from the original Motown session tapes, hip hop producer Easy Mo Bee produced a remix of "Just My Imagination" that adds modernized keyboard lines, bass, and programmed drums to 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 2005 movie Just Like Heaven, and Gwyneth Paltrow and Babyface performed a cover version for Duets. Boyz II Men covered Just My Imagination on their 2007 album Motown: A Journey Through Hitsville USA. Their version reached 83 on the R&B chart in 2008. In June 2008, Dianne Reeves covered the song for the JVC Jazz Festival at Carnegie Hall in New York City; Jon Pareles of The New York Timesconsidered her version to be "easy-swaying".