Procol Harum: The epic story of A Whiter Shade Of Pale

Procol Harum in 1967
(Image credit: Ivan Keeman)

A Whiter Shade Of Pale was the main theme of the soundtrack to 1967’s Summer Of Love: The Single when The BeatlesSgt Pepper was The Album. At a time when the increasingly experimental British pop music of the mid to late Sixties was on the cusp, Procol Harum’s debut single did more than any other individual song to push it over the edge into what we now know as rock.

A mournful lament with a teasing – even disturbing – lyric masquerading as a feel-good summer love song, AWSOP (as it is known by its devotees) was a conundrum from day one. Clearly inspired by other works, it clearly inspired other works. It was both classical and pop. It was soul without funk. It helped invent rock that didn’t rock. It was a worldwide hit single by ‘serious artists’ that ushered in the era of the album as the true medium for ‘serious artists’. It was the most successful record ever broken by pirate radio… just as pirate radio was about to sink below the waves and be replaced by something more official and terrestrial.

AWSOP was a pioneering quasi-independent release that ultimately allowed the band no freedom. Its success created a strong bargaining position for a coalition of behind-the-scenes music business operators, who went on to sell the products of the late-60s British underground to the world, thus establishing the genres of progressive rock, glam and heavy metal… and yet those operators almost immediately brushed Procol Harum aside.

Overall, the song’s impact was so immediate and huge that it made the band’s subsequent career one long anti-climax. Even the 40th anniversary of its release was overshadowed by a bitter legal dispute, thanks to an ongoing legal tussle between Procol Harum organist Matthew Fisher, who claimed he should be paid royalties for his sizeable contribution to the tune, and pianist Gary Brooker, its credited composer.

‘Where there’s a hit, there’s a writ,’ as the old adage has it. By far the most serious one to attach itself to AWSOP bided its time. Although there were occasional earlier public murmurs of discontent, it was May 2005 before Fisher brought an action against Brooker claiming he was entitled to 50 per cent of the latter’s royalties. In December 2006, Mr Justice Blackburne found in Fisher’s favour, awarding him 40 per cent of Brooker’s share of future payments. Brooker immediately launched an appeal.*

Legal wrangling shouldn’t be allowed to spoil the party for this extraordinary song, though, and if it has to go ahead without the guests of honour, then so be it. Not in literal and copyright terms, maybe, but in other respects AWSOP has long ceased to be the property of Procol Harum, anyway. It has become part of the culture, embedded in the public consciousness, modern folk music.

There’s an argument to be made that it started out that way, too…

In 1966, the not-quite-20 year old Keith Reid responded to Bringing It All Back Home-era Bob Dylan by writing his own poetry-cum-lyrics in a similar style. Chris Blackwell, then in the process of repositioning his independent import-and-licensing label Island as an outlet for emerging talent on the British music scene, put him in touch with his A&R man Guy Stevens.

Stevens was already a British music business legend. The DJ at Mod hangout the Scene Club in 1963, he had the best R&B record collection in the country, and helped shape the early live repertoires of most of the British R&B bands of the early 60s, including The Rolling Stones, The Who, Eric Clapton’s various bands, The Spencer Davis Group – managed by Blackwell – and a Southend-based R&B outfit called The Paramounts, with a soulful singer-pianist named Gary Brooker. In 1964, Blackwell had put Stevens in charge of Island subsidiary Sue, to lease R&B tunes from the USA. But so enthusiastic had been Guy’s spending spree that it nearly bankrupted the parent company. Sue was about to be shelved, but Guy’s knowledge and taste couldn’t be denied.

Island was in the process of assembling a new band, Traffic, around The Spencer Davis Group’s talented vocalist, Steve Winwood. When Winwood turned Reid’s lyrics down, Stevens introduced the young wordsmith to the not-dissimilar Gary Brooker. The Paramounts had enjoyed little success, and decided to split in September 1966. “He said: ‘Gary, this is Keith: he writes lyrics. Keith, this is Gary: he writes music!’” Gary Brooker told journalist Chris Welch in 1997. In fact, Brooker didn’t: lack of original material had been The Paramounts’ main problem. Nevertheless, the newly retired 21-year-old went home with the proffered sheaf of lyrics. Reid’s ornate, literary constructions weren’t easy to write for, or to sing, but something clicked.

Assigned to Essex Music publishers, early collaborations were offered without success to Dusty Springfield, The Beach Boys and Love Affair. “In the end Keith suggested that if nobody else was going to sing our songs, I’d have to,” said Brooker. “We sat down and thought about the type of band we needed. It was kind of like the stuff we had been listening to at Guy Stevens’s place: American gospel and R&B using two keyboards. We wanted more sophisticated sound with Hammond organ and piano.” The ‘wild mercury’ organ was also a feature of mid-60s Dylan records.

Stevens placed a Melody Maker ad in late January 1967, and most of the band was assembled over the following month, the classically trained Matthew Fisher first making contact at the end of February. The band were called Procol Harum at Stevens’s suggestion after the (slightly misheard) pedigree name of a friend’s Burmese cat.

AWSOP came later than most of the other songs that would eventually make up the band’s debut album, and the two composers at first failed to recognise its potential. When it was assigned to Essex Music on March 7, though, the head of the publishing company, David Platz, wrote to Brooker that same day to declare it a certain hit.

The title had come first. In 1997, Keith Reid complained to Paul Carter of Shine On fanzine that the phrase had become common parlance without his receiving any credit for originating it. In the more humble days of 1967, though, he admitted to the Melody Maker that he’d overheard it at a ‘gathering’. “Some guy looked at a chick and said to her: ‘You’ve gone a whiter shade of pale.’ That phrase stuck in my mind.” The gathering was at Guy Stevens’s flat, the ‘chick’ was Guy’s wife, Diane, the paleness was brought on by a 4.30am amphetamine comedown, and the ‘guy’ was Guy. Struggling with after-effects himself, he’d fluffed the everyday comment he’d intended to make, and come out with something magical instead.

Inspired, Reid went home and wrote the lyric. Originally four verses long, it was eventually released in severely truncated form, which didn’t help those who subsequently struggled to make sense of the surreal, bookish words. And 1967 was when ‘decoding’ lyrics really became an international pastime. Like his mentor, Bob Dylan, Reid liked to reference figures from literature and myth, so the chorus line ‘as the miller told his tale’ encouraged some to interpret the song as a psychedelic retelling of Geoffrey Chaucer’s The Miller’s Tale. “I’ve never read Chaucer in my life,” was Reid’s response. “They’re right off the track there.”

Smart enough to know that mystery plays better, and pays longer, than resolution, he didn’t provide any more helpful directions, even suggesting that the underlying truth was plain to see. And he’s right, if you don’t get too distracted by minutiae. In the fulllength version, the recurring images are of dancing and imbibing, drug-related disorientation and dislocation, resultant nausea, and – in the circumstances – an understandably clumsy attempt at seduction. All of which occur during and following a gathering. So it’s fair to assume that AWSOP was Reid’s attempt to sketch a word picture of his experiences on the night that provided the song with its title and chorus.

When he took delivery of the words, Gary Brooker placed them on his piano… and then played a little recreational Bach. While this might seem a bit highbrow for an R&B pianist, the particular piece he was attempting was Air On A G String, as recorded cocktail jazz-style by the Jacques Loussier Trio and featured in the TV and cinema ad for Hamlet cigars. “I got it a bit wrong,” he told DJ David Jensen in 2002. “I sort of remembered how the bass line went a bit, and I was stabbing around at the top of the piano. The bass line I had just kept going down. Then suddenly I found I got to the beginning of the bass run again, so I just kept it going.” Glancing at the lyric sitting in front of him, he realised he could make it fit.

Matthew Fisher had only just joined when Brooker and Reid assigned the song to Essex Music, so it wasn’t until afterwards that he and the rest of the band really got a chance to work on it. “Matthew Fisher had been at the Guildhall School Of Music, and he felt immediately what I was trying to get at,” said Brooker in 2002. The two keyboard players started out taking turns to improvise between verses, stretching the already lengthy song out to 10 or 12 minutes. When it became clear to Guy Stevens that AWSOP was the strongest candidate for a debut single, though, sacrifices were required. The verse that was hardest to sing went first. Next was the extended instrumental interplay.

“Gary suggested that I take all the solos,” recalled Fisher. “With that in mind I went home and planned out a definitive solo that would be the same every time.” He assembled it from the highlights of his earlier improvisations, but – with Brooker’s permission – had to “change the bass line, and a couple of chords at one point” to make the result work.

Speaking to DJ Ken Bruce in 2000, Fisher discussed the Bach influence: “That Air On A G String bit was pretty well down to Gary. I mean, he came up with that chord sequence and it was very strongly evocative of Air On A G String. So I went along with it, and then I drifted into this other thing, this Sleepers Awake thing [also Bach], but all the little bits apart from that, I did.”

Sometime before the end of March, Guy Stevens produced a full band demo at Marquee studios, and confidently presented it to Chris Blackwell. It sat on his desk for what seemed like an age… before he turned it down. Whereupon, Keith Reid decided he should be the band’s manager, and Procol Harum also walked away from Guy Stevens. 

It was the first in a series of disappointments to blight Stevens’s life, and it hit especially hard when the song he had named, written by the songwriters he had put together, and recorded by the band he had both put together and named, went on to be such a massive hit. Always manic, over the following years he would become increasingly erratic. It’s notable that his next attempt to assemble his idea of the perfect band, the admittedly much rawer Mott The Hoople, still adhered to the Procol Harum model: a two-keyboard line-up, and Dylanesque words set to R&B music.

In 1967, the cutting edge of the British music business was as small as it was sharp, involving much socialising and show-and-tell. Denny Cordell was one of the many people to whom an excited Guy Stevens had played the AWSOP demo. Cordell had also run an Island offshoot, Aladdin, where he had picked up some basic production skills. He’d gone on to work with Georgie Fame and the original Moody Blues, managed by Tony Secunda, and from late 1966, had been working as an independent producer with Secunda’s new band, The Move… and was based in the offices of Essex Music.

It was no coincidence that Denny Cordell’s production company was called New Breed. The Move had been signed to Deram, a subsidiary label set up by Decca in late 1966 at the suggestion of their forward-thinking promotions man Tony Hall. Decca were perceived as being fuddy-duddy, and this label-within-a-label was intended to release exciting music by the same new breed of ‘underground artists’ that was attracting Chris Blackwell’s attention over at Island.

Essex Music’s David Platz was someone else whose livelihood depended upon being hip to such market shifts: if matching songwriters to artists was on its way out (thanks in no small part to The Beatles), then publishers needed to develop artists that wrote and recorded their own material. Other Essex artists already signed to Deram included Cat Stevens and David Bowie.

As Procol Harum were already with Essex, the other parts of the jigsaw were just waiting to fall into place. Sometime in early April, Denny Cordell took the band into Olympic studios and recorded several new versions of the song. “We used to try and crib the Stax sound, but at the time, on A Whiter Shade Of Pale, what I was trying to copy was When A Man Loves A Woman by Percy Sledge,” confessed Cordell. Not convinced that newly recruited Procol drummer Bobby Harrison was getting the right groove, he employed jazz drummer Bill Eyden, from Georgie Fame’s band, for the session

If anything, Cordell came a little too close to achieving his objective. Sledge’s song had made No.4 in Britain in May 1966, and stayed on the charts for 17 weeks. Consequently, it had been as much ‘in the air’ when Brooker wrote AWSOP as had been the Hamlet cigar ad. Cordell’s production just made a fairly obvious debt very obvious indeed. 

The subsequent focus on borrowings from Bach in Procol Harum interview was so much magicianly misdirection: dead classical composers are less litigious than living popular ones. Sledge was no fool, though. He covered AWSOP almost immediately following its release, as a Stax single, no less (though it was mysteriously deleted soon afterwards). In his live shows, it still provides an opportunity for him to effectively perform his greatest hit twice. “It was – if you like, from one aspect – it was a soul ballad,” a noticeably hesitant Brooker admitted in 2002.

So far that makes the AWSOP songwriting credit read something like Reid/Stevens/Dylan/Carroll/ Brooker/Bach/Loussier/Sledge/Fisher… though Cordell might also conceivably have staked a claim to a piece of the action for his other significant contribution during recording. 

The song was still running at six to seven minutes, which – by all the prevailing laws of radio airtime – was too long for a successful single. So he cut the second-clumsiest verse, and faded the song out abruptly at the start of a chorus repeat, thus halving the song as originally written. In terms of maintaining narrative progression, Cordell’s edit was an act of utter vandalism; in terms of honing the song into an enigmatic four-minute gem, it was truly inspired.

Cordell loved the song, but still couldn’t make up his mind whether it was commercial enough, or if the cymbals were too splashy, or which of the four mixes he’d made was best. There was much prevarication before he finally played a noticeably worn acetate to Deram’s Tony Hall. 

Hall had no such doubts. He passed it on to Alan Keen, programme director for offshore pirate station Radio London, so Cordell could hear what it sounded like over the airwaves. DJ Mark Roman played the acetate at around 4.00pm on a Monday – April 17 being the likeliest date – remarked that it sounded like a hit to him, and invited listeners to ring the station’s Curzon Street office if they agreed. The office was inundated with calls. Cordell had all the market research he needed, plus invaluable pre-release publicity.

Deram prepared to rush-release the single on May 12. Little had yet been organised or signed. Although Keith Reid was – nominally – filling the vacancy, the band didn’t really have a manager. Denny Cordell had also learned the advantage of wearing more one hat. He brought Jonathan Weston in to act as Reid’s ‘co-manager’. Paperwork wasn’t actually ready until four days after the single’s release, whereupon Procol Harum signed a recording contract with Cordell’s New Breed Productions (who had leased the song to Deram), and a management contract with Weston’s management company, also co-owned by Cordell. “We never really chose any of them,” Brooker told ZigZag magazine in 1976.

Having already pulled his masterstroke, further promotion was almost entirely unnecessary for Tony Hall. Pre-orders had flooded in. On May 14, AWSOP appeared from nowhere in the Radio London charts at No.29; the following week it was No.5; and the week after that No.1. The Jimi Hendrix and Beatles seal of approval was bestowed when Procol Harum were invited onto the bill of Hendrix’s showcase gig at Brian Epstein’s Saville Theatre on June 4. The NME chart caught up with Radio London on June 7. By the time Procol appeared on Top Of The Pops in their brand new King’s Road finery, they were also No.1 in France.

By June 10, the record’s success was a story in its own right, and the band were given the front page of Disc. The same week’s NME announced: ‘By Monday night – just over three weeks after release – AWSOP had achieved 356,000 sales in this country alone. In France it has notched 120,000 in 10 days. The disc has now been released in every country in Western Europe, as well as in Australia and America.’

The single stayed at No.1 in the UK for six weeks, and remained on the chart for 15; 2.5 million worldwide sales were reported within two months

On July 15, at which point the single was at No.10 in the US charts, it was announced that guitarist Ray Royer and drummer Bobby Harrison had left Procol Harum, and that Jonathan Weston was no longer the band’s manager. It was hard not to read something into the fact that the new band recruits, guitarist Robin Trower and drummer BJ Wilson, were former members of Brooker’s old band The Paramounts, and that Weston’s replacement was Move manager Tony Secunda.

According to Matthew Fisher, Weston was ousted because, instead of waiting to see how AWSOP fared, he had asked an agency to book the band a lengthy tour of small British venues. “The result was that a few weeks later, when we were No.1 in the charts, we were playing for £60 per night instead of £500.” 

The sackings and resultant delays in would cost Procol dear. Who knows how much higher than No.5 AWSOP might have climbed in the American charts had the band gone over to promote it. Or how much quicker it would have been for them to establish themselves as a powerful live act at home and abroad. Things were further complicated when all three enforced departees instigated court proceedings. Even AWSOP session drummer Bill Eyden joined in and sued for a royalty. “It all turned bad, horribly bad,” was how Brooker remembered it in 1997. “I don’t think people ever got over that in Britain.”

The losses and legal expenses would ultimately be shouldered by the band. The behind-the-scenes triumvirate of Cordell, Hall and Platz could hear other, much bigger opportunities knocking. The success of his artists on Deram made Platz realise that he was missing a trick: Decca were reaping too much of the benefit. He negotiated control of his own label Regal Zonophone with Decca’s old rivals EMI. He funded Cordell’s independent production/management company in order to supply the raw materials: it underwent a name change and was registered as Straight Ahead on July 3. 

Platz also provided funding for Tony Hall to leave Deram/Decca and set up as the independent Tony Hall Enterprises… to promote Regal Zonophone releases. Some Essex acts were nailed down tightly at Deram/Decca. Those that weren’t – notably The Move and Procol, whose recordings had been leased to Deram via the now defunct New Breed – joined the exodus to Regal Zonophone.

Procol were complicit in much of this, evidently happy enough to go along with what (possibly quite little) part of it they fully understood at the time. There were positives: control was wrested away from the major labels, without losing the benefits of their pressing and distribution facilities. And they had a streamlined, smart and forward-thinking team around them… But what about the conflict of interests? Procol now found themselves essentially working for a flexible, multi-headed, many-named, but ultimately self-interested organisation that controlled – and derived income from – their recording label, publishing company, management, production and promotion.

Announced in August 1967, Regal Zonophone wasn’t ready to roll until September 2, nearly fourth months after the release of AWSOP. Tellingly, the honour of the first release was given to The Move with Flowers In The Rain. Procol Harum had to wait until September 30 before Homburg was the new label’s third release. That very day saw the high-profile launch of the new Radio One. A Denny Cordell production for Regal Zonophone was chosen to be the first record played: Flowers In The Rain, which climbed to No.2 in the charts. 

Homburg reached No.6 in the UK and sold a million copies, but it still felt like a let-down. Even more so when the single stalled at No.34 in the States. The delay hadn’t helped matters, but in truth Cordell’s choice of follow-up was also misguided: whereas AWSOP had been stately and intriguing, Homburg was melancholy and wilfully obscure. The band had other, more commercial songs in the can.

The fault was partly the choice of song, agrees Fisher. “It was basically Keith and Gary’s idea,” he says. “At the time, I liked the record and couldn’t understand why it wasn’t better received.” 

Having recently heard the first two Procol Harum singles on the radio, though, he acknowledges: “Where AWSOP sounded mysterious and intriguing, Homburg sounded plodding, turgid and just plain miserable… like some other band trying to produce another AWSOP and failing.’ There were other, far more commercially obvious songs in the can. Fisher suspects the selection was partly motivated by rivalry. “Gary wrote a piano introduction to show that he could write classically-styled instrumental passages just as well as I could.”

Procol had other handicaps. Not having been able to play live for a few months due to line-up changes, the band found themselves in a position where they were too big for clubs and package tours, but not well enough established for major venue showcases. 

It was December before Procol Harum was released in the UK. AWSOP was conspicuous by it absence, and without its lure, the album – shockingly – failed to chart at all. Released four months earlier in the States, and including the Big Single, the album had managed to show at No.47 without much in the way of promotion. In March 1968, when AWSOP was declared International Song Of The Year at the Ivor Novello Awards, it already felt like a posthumous gesture for their British career.

As soon as he got involved with Joe Cocker in 1968, Denny Cordell abandoned any pretence of being interested in Procol Harum He first fobbed them off on his deputy, Tony Visconti, and then left them to their own devices. Meanwhile, The Move, Cocker and Tyrannosaurus Rex all had hits for Regal Zonophone. 

After disagreements with David Platz, Cordell departed for America. But Platz had kept on diversifying, establishing similar arrangements with several other independent producers. He also launched a new label at Pye, called Fly, again moving over his choice bands, including The Move and the truncated T.Rex. But not Procol Harum. This time it was T.Rex that had the big hits. Around the same time, Platz funded the first recordings for Black Sabbath, who were subsequently signed to Vertigo at Philips.

For the next few years, Procol Harum remained Reasonably Big In The USA and Fairly Sizeable In Europe, but Largely Ignored At Home, where they settled into the role of absentee prog rock band usually placing in the 30s and 40s of the album charts. Disillusioned, Matthew Fisher left the band (for the first time) in 1969. 

A year after Procol Harum’s 1971 escape from Regal Zonophone to Chrysalis, David Platz’s former Fly label – by then rechristened Cube – re-released AWSOP whereupon it returned to No.13 in the British singles chart. The band’s first hit single in five years was the same as their first… and on a label that had never had anything to do with them. Ow! Procol Harum underwent more line-up changes, and kept doggedly making albums. They even had a couple more British hit singles, but split (for the first time) in 1977.

AWSOP has just kept on skipping the light fandango, its success and influence surviving the band that made it, and many of the movers and shakers that made it happen. The original recording has sold in excess of 6 million copies. In 2004, Radio 2 declared it the UK’s most played record of the last 70 years.

As Keith Reid noted, the title had become a stock phrase – to prove it, his name now appears alongside Chaucer’s in the Oxford Dictionary Of Quotations – and is often punningly adapted to provide headlines and photo captions in the press. The tune is both an alternative wedding march and a very alternative funeral dirge. The intro is a popular mobile ringtone.

Asked in later days how they felt about the song, Brooker and Fisher’s responses were perhaps surprising, in that they ran contrary to the outcome of the initial court ruling. “If you’re going to have a hit that will always be with you, then you couldn’t wish for it to be much better than that one,” says Gary Brooker.

AWSOP: blessing or curse? “Curse. Absolutely,” says Matthew Fisher. “No question.”

Nevertheless, it’s no exaggeration to say that A Whiter Shade Of Pale has been woven into the daily fabric of our lives

*The Court of Appeal upheld Fisher’s co-authorship, but ruled that he should receive no royalties as he had taken too long to make his claim, and full royalty rights rights were returned to Gary Brooker. Fisher was granted permission to appeal this decision to the House of Lords, and on July 30 2009 they unanimously ruled in his favour. Brooker died in 2022. 

This feature was originally published in Classic Rock 110.

Thanks to Mike Butler, Roland Clare, Campbell Devine, John Fenton, Ronen Guha, Claes Johansen, Martin Perez, Mafalda Platz and Paul Trynka.