While Pandemonium Shadow Show had not been the commercial success that Nilsson may have hoped, it was nonetheless an artistic triumph, and when the time came to record a second album with RCA, Nilsson didn’t change a winning formula, once again working with producer Rick Jarrard and arranger George Tipton, with the bulk of the album being arranged for horns and with a heavy emphasis on snare drum and vocal harmonies.

To all intents and purposes Aerial Ballet, the resulting album, was merely a refinement of the sound of Pandemonium Shadow Show. But where Pandemonium Shadow Show had been a mixture of original songs and cover versions, the bulk of what became Aerial Ballet was made up of Nilsson originals, with only one cover version (if one doesn’t count Little Cowboy, based on a song Nilsson’s mother made up and sang to him as a child). It contains many of the songs Nilsson had written about the breakup of his marriage, with many of the songs dealing with feelings of profound depression and alienation, and even (in the case of I Said Goodbye To Me) suicide. While it has moments of humour, it’s a personal, bleak album, and it makes sense that it shouldn’t be dominated by cover versions.

But that one cover version ended up dominating anyway.

Originally recorded by Fred Neil, Everybody’s Talkin’ was a country-folk song very different from Nilsson’s usual style. Neil had written it in 1966, during the recording sessions for his second album, Fred Neil, at the request of Herb Cohen, who was his manager at the time. The album, widely regarded as Neil’s best, featured his other most famous song, Dolphins, later covered by Tim Buckley and Linda Ronstadt amongst others, and was produced by Nik Venet, with musicians including Billy Mundi (later of the Mothers of Invention), Cyrus Farrar of the Modern Folk Quartet, and Alan “Blind Owl” Wilson of Canned Heat.

Neil had nearly finished recording the album and wanted to leave, to get away from LA and go back to Florida, and Cohen insisted he record at least one more song. Neil locked himself in the bathroom, and came out five minutes later with a song about people putting pressure on him, and how he didn’t want to be there, and wanted to be “where the sun keeps shining through the pouring rain”. He recorded it in one take, and Cohen drove him to the airport.

Given its genesis, Neil never thought much of the song, but Nilsson picked up on its potential when producer Rick Jarrard asked his opinion of it — Jarrard was originally going to offer it as a cover version to the band Stone Country, with whom he was working — and in November 1967 Nilsson, Jarrard, and George Tipton came up with a radical reworking of Neil’s simple acoustic track.

While much of Aerial Ballet, like Pandemonium Shadow Show before it, was based around staccato, straight crotchet beats in a style similar to Phil Spector, Brian Wilson, Motown or Paul McCartney, if gentler than any of them, Everybody’s Talkin’ is based around a rolling, picked, acoustic guitar figure played by Al Casey, which is utterly unlike anything else Nilsson had done up to that point (although it has some similarities to Nilsson’s piano playing, transposed to guitar). And while both albums concentrated on brass band textures, Everybody’s Talking has only standard rock instrumentation and a simple string part (a single high violin note, later joined by cello at the bottom of the arrangement).

But what really made the track was Nilsson’s high scat singing, a plaintive, beautiful, howl of longing which came in at the same time as the cellos, and gradually building from a solo line into a stack of harmonies, before Nilsson jumps into the falsetto register for “I won’t let you leave my love behind”. The vocal apparently took only two or three takes to record, but remains one of Nilsson’s best.

The song was released as a single, but was unsuccessful, and languished for nearly a year, until John Schlesinger used the song as a temporary music track when editing his classic film Midnight Cowboy. Schlesinger asked several people to record new tracks for the shots he’d edited to the track — Bob Dylan apparently gave him Lay Lady Lay, and Nilsson himself came up with I Guess The Lord Must Be In New York City, as close to a remake of the earlier recording as humanly possible, but in the end Schlesinger stuck with the music he’d been using all along. The song had become so ingrained in the film during the editing process that not only had Schlesinger based the cuts in the opening sequence around it, but composer John Barry was inspired by Tipton’s arrangement for his own, classic, score for the film.

Midnight Cowboy became a hit, and with it Everybody’s Talkin’. The track sold over a million copies, reached number two on the Billboard charts, and won Nilsson a Grammy. Before this, Nilsson had been a respected cult figure; after it he was a massive star.

Nilsson later came somewhat to resent this track, because while he would write songs that would become hits for others (most notably One from Aerial Ballet, which went to number one for Three Dog Night), his two biggest chart hits as a performer — this and Without You — were cover versions. But comparing Nilsson’s version to Fred Neil’s original, one is struck by the fact that while Neil’s version has a beauty of its own, Nilsson’s interpretation, rather than the song itself, is what made this track the classic it remains.

A song that neither its composer nor its performer particularly liked ended up defining both men’s lives. Nilsson remained identified with the song for the rest of his life, while Neil earned enough in royalties from Nilsson’s version (and the covers it inspired, by artists as diverse as the Beautiful South, Tony Bennett, Louis Armstrong, and Bill Withers) that he retired from the music business in which he had never been happy, and spent the last thirty years of his life in Florida, working to prevent the exploitation of dolphins.

Composer: Fred Neil

Line-up: Harry Nilsson (vocals) William Weiss, Leonard Malarsky, Charlotte Soym, Leonard Atkins, Tibor Zelig, Jerome Reisler,Darrel Terwilliger, Wilbert Nuttycombe, Arnold Belnick, James Getzoff, Alfred Lustgarten (violin), Dennis Budimir, Al Casey (guitar), Jesse Ehrlich, Jacqueline Lustgarten, Ray Kelly (cello), Jim Gordon (drums), Milt Holland (percussion), Larry Knechtel (bass, piano), Michael Melvoin (keyboards), Lyle Ritz (bass)

(NB, these are the credits for the whole album, minus those instruments not audible on the recording, as I have been unable to find session details for the specific track. Not all listed musicians may be on the track.)

Original release: Aerial Ballet, Nilsson, RCA LSP-3956

Currently available on: Pandemonium Shadow Show/Aerial Ballet/Aerial Pandemonium Ballet BMG CD