The needle drops, and the air thickens with a knowing, martini-dry cool. You can almost smell the cigarette smoke mingling with expensive perfume in some dimly lit Manhattan lounge. The year is 1967, and the airwaves are crowded with psych-rock spirals and the defiant clang of electric folk, yet here is a record that stands apart, rooted in a tradition of Hollywood glamour and big-band swing, but dressed up in a slick, mod suit. This is Andy Williams’s “Music To Watch Girls By.”
This piece of music is, on its surface, pure, unadulterated mood. It’s a sonic cocktail, easy to swallow, yet possessing a complex, surprising finish. To dismiss it as mere “easy listening” is to miss the meticulous craftsmanship—the sharp, almost aggressive elegance—that defines its success and its enduring appeal. It’s the sound of a bygone era, yes, but one re-mastered for a new generation of listeners who crave its cinematic precision.
The Architect of Aural Charm
The song’s story is almost as fascinating as its sound. The melody itself, composed by Sid Ramin, originally served as a jingle for a Diet Pepsi commercial, first making a splash as a hot instrumental by The Bob Crewe Generation in 1966. Williams, ever the astute interpreter of the American songbook and a master of what we might now call soft-pop crossover, inherited the track in 1967. This was deep into his Columbia Records period, a decade of monumental success defined by his golden voice and his hugely popular television show.
The Williams version, a single released ahead of his 1967 album Born Free, saw the addition of Tony Velona’s wry, evocative lyrics. The song was a solid if modest hit in the US, reaching the lower echelons of the Billboard Hot 100, though it performed strongly on the Easy Listening chart, peaking at number two. Its true cultural power, however, lay dormant, waiting for its 1999 re-release, propelled by a celebrated Fiat commercial in the UK that launched it into the top ten, giving a new life to this old-school groove.
Williams’s career arc at this time was a delicate balancing act. He was the crooner who could sell a million records singing “Moon River,” yet he had to compete with a seismic shift in youth culture. This song was his velvet-gloved challenge to the emerging counterculture: a declaration that sophistication, rhythm, and romance could still carry the day, delivered with an utterly effortless charisma.
Arrangement as Narrative: A Masterclass in Timbre
The production of this track, reportedly helmed by Nick DeCaro, is the true star. It operates with a precision that borders on high-wire tension. The rhythm section is the engine, establishing a relentless, almost bossa-nova-lite shuffle. The drums, mixed dry and close, provide a clipped, tick-tock pulse, avoiding the excessive splash of rock music. The bassline, a series of short, funky staccato notes, anchors the whole arrangement with a confident, hip sway.
The brass is what immediately grabs the ear. Trombones and trumpets arrive in tight, syncopated bursts, providing the melodic hook with a bright, almost cheeky energy. They don’t soar in the schmaltzy tradition of earlier arrangements; they pounce. It’s a sound that evokes spy movie scores—the glamour of James Bond, the quick-witted pacing of a Caprice or a Fiat commercial’s urban chase. The guitar contributes a brief, clean counter-melody, often a short, percussive riff that reinforces the upbeat swing without devolving into a surf-rock parody. It is a detail, but an essential one.
Williams’s vocal is, of course, the emotional core. His tone is warm, intimate, yet wonderfully detached. He sings with the confidence of a man who knows he is witnessing a beautiful scene unfold, not participating in the drama. His phrasing is conversational, gliding over the complex rhythms with a remarkable lightness. Listen closely, and you’ll hear the delicate interplay between his vocal melody and the underlying instrumental figures—a subtle but brilliant tension.
“The best arrangements feel like conversations between instruments, each stating their case before giving the floor back to the voice.”
Crucially, the strings—the classic signifier of the easy-listening genre—are deployed not for saccharine sweetness, but for texture. They enter in brief swells, adding color and depth, often holding long, sustained chords that serve to cushion the brass and voice, giving the entire track its luxurious sheen. The acoustic piano also plays its part, sometimes providing little jazzy chord hits, other times melting into the background, part of the overall harmonic glue. The resulting sound demands premium audio equipment to truly appreciate the depth and separation of its carefully layered textures.
The Enduring Appeal of the Perfect Look
The song’s lyrical content is a perfect marriage to its sophisticated sound. It’s not about emotional entanglement or epic drama; it’s about observation, a slightly voyeuristic pleasure in the visual world. The lyrics paint a picture of effortless style and fleeting moments: the girls “walking with a swing” and “coming on to glow.” It’s an ode to the visual spectacle of modern urban life, a celebration of simple, aesthetic joy.
I remember once playing this track on an old turntable in a friend’s apartment, the light fading in the late afternoon. We were talking about the era’s design and fashion—the sharp lines of mid-century modernism, the bold colors, the unironic chic. It struck me then that this song is that aesthetic in sound. It’s not just background music; it’s the soundtrack to a carefully curated lifestyle. It inspires you to perhaps dust off that old sheet music collection and give that melody a try on your own instrument.
The genius is that Williams manages to make this observational stance feel deeply romantic, not cold. The song avoids the condescension that its title might imply in a less capable voice. Instead, it’s a shared moment of appreciative artistry.
The song’s duality—its original life as a pure instrumental and its ultimate success as a vocal vehicle—is a testament to the strength of Sid Ramin’s melody. It works perfectly when hummed by a horn section, and it works perfectly when sung by Williams, a versatility that few pieces of music of the era can claim. Williams, for all his smoothness, never sounds bored. He sounds engaged, alive to the moment, a charming host inviting the listener to share his view.
This track remains one of the most compelling examples of how a major artist navigated the turbulent sonic waters of the late 1960s. He didn’t chase the trends; he simply refined his own craft to a dazzling, irresistible polish. He took a commercial cue and, with the help of a brilliant arrangement and Velona’s sharp lyrics, turned it into a timeless statement of cool. It’s a single-serving moment of perfection that begs for repeated indulgence.
Listening Recommendations
- Herb Alpert & The Tijuana Brass – “A Taste of Honey” (1965): For a similar blend of upbeat sophistication and prominent brass arrangements, slightly more instrumental.
- Sergio Mendes & Brasil ’66 – “Mas Que Nada” (1966): Shares the light, syncopated, bossa-nova influenced rhythm and an airy, effortless vocal delivery.
- Dionne Warwick – “The Look of Love” (1967): Another cinematic, mid-tempo track from the same era, built on complex, cool-jazz-infused pop arrangement.
- Frank Sinatra – “The World We Knew (Over and Over)” (1967): Features a similarly grand, yet restrained orchestral sweep and late-career vocal maturity.
- Tony Bennett – “I Wanna Be Around” (1963): Captures the witty, conversational phrasing and classic crooner charm applied to a swinging, jazzy setting.
- Bob Crewe Generation – “Music To Watch Girls By” (1966): Listen to the original instrumental to appreciate the rhythmic and melodic foundation Williams built upon.