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<p><img src="https://www.songfacts.com/img-artalbums-145-ea6d6c5244c01ac48a86d7cce5b23b37.png"></p><p><br></p><p>Album: Still Bill (1972)</p><p><br></p><p>This song is about a guy whose girlfriend walks all over him. His friends try to convince him to break up with her, but he enjoys the abuse and won't consider leaving. As Withers explains in the 2009 documentary Still Bill, he didn't write it about a particular person. He came up with the song when he was working as a mechanic making airplane parts - the original inspiration was his employer. After all, he was making $3 an hour and wasn't getting much attention from the ladies.</p><p><br></p><p>Still Bill was Withers' second album, and it also included his hit "Lean On Me." Withers' band for the album was keyboardist Ray Jackson, bassist Melvin Dunlop, guitarist Benorce Blackman and drummer James Gadson. In 2003, Withers told Mojo magazine that they rehearsed in Gadson's garage, and then, "We cut that whole Still Bill album in eight hours for $7,500. I loved that band." According to Gadson, he played the groove for about 5 minutes before Withers came up with the song.</p><p><br></p><p>Artists who covered this song include Grace Jones, Al Jarreau, Hootie &amp; The Blowfish, Better Than Ezra and Widespread Panic.</p><p><br></p><p>Bill Withers performed this and "Lean On Me" on the TV show Soul Train in 1972.</p><p><br></p><p>This song appears in the movies Anchorman, Starsky &amp; Hutch, American Beauty and Any Given Sunday.</p>