The Windmills

The Windmills Of Your Mind: Variation and The School Of 1960s Pop

David Scott

The famous song The Windmills Of Your Mind, written by Michel Legrand with Alan and Marilyn Bergman is an example of a contemporary popular song built around a single visual image, that of a circle, married to a single musical phrase repeated and varied in numerous ways. A dynamic example of Art-Pop, the song marks a point in contemporary popular music where the possibilities of expression on one side of a black 7” plastic disc seemed potent and endless, and when schooled technique was thrillingly brought to bear on the free-for-all 1960s cultural group grope.

The Windmills Of Your Mind was written for the 1968 Norman Jewison film The Thomas Crown Affair and was sung by Noel Harrison over an iconic scene where bored playboy Steve McQueen pilots his glider over countryside, lost in thought, planning a strictly-for-thrills bank robbery. Marilyn Bergman recalls that director Jewison “wanted a song that exposed no character, that didn’t tell any plot – he just wanted the restlessness and uneasiness of the character underlined.” The circular image of the glider was paramount in the thoughts of Legrand and the Bergmans when they met to start work. Legrand quickly presented seven full melodies for consideration. The trio settled on a baroque styled ribbon of a melody, which not only reflected the flight of the glider but also reminded Marilyn Bergman of “those moments when you’re trying to fall asleep and you can’t turn your mind off”. To that she added the observation: “Anxiety is circular, actually”.(ASCAP, 2006)

In fact, everything in this song is circular. The first word we hear is:


And immediately we’re taken through the labyrinth of the human mind. We’re swept down the mountain with a snowball, on a carousel of circular images, “like a circle in a spiral, like a wheel within a wheel” as we go further into the mind of the character on screen, McQueen, silently gliding, lost and lost and lost. We might imagine ourselves, disembodied, looking down at a world which appears “like an apple whirling silently in space” on a journey at once inward and outward. The Bergman’s lyric, firmly rooted in its time, the 1960s, is quintessential art-pop, trying to convey something more than a shake of the hip and a curl of the lip. The Beatles experiments with narrative, notably Norwegian Wood and Eleanor Rigby, and the vast visions of Bob Dylan’s mid-sixties peak not only led their contemporaries out of the womb of Memphis and its 12 bars, but brought more traditionally schooled arrangers and composers into the body of their new church. No less a figure than Leonard Bernstein lauded the work of Brian Wilson and Van Dyke Parks, specifically one of their ‘Teenage Symphonies to God’ – Surf’s Up.[1] A young composer named Jim Webb created widescreen impressions of America in orchestral miniatures like McArthur Park, The Yard Went On Forever and Wichita Lineman (another song notable for it’s use of melody to describe a visual image).[2] The late 1960s UK charts were home to curios like David McWilliams harpsichord drenched Days Of Pearly Spencer, Keith West’s Grocer Jack (from Mark Wirtz’s unreleased Teenage Opera) and Procul Harum’s A Whiter Shade Of Pale. Even 1950s rock and roller, Roy Orbison threw his hat into the ring with the ham-fisted Southbound Jericho Parkway. Suddenly a song had to be a movie, preferably over ten reels and in Technicolor.

One can imagine many a 1960s cultural pre-occupation lurking in the corners of The Windmills Of Your Mind. Might that be a melting Salvador Dali clock whose hands are sweeping past the minutes of its “face”? The door, which “keeps revolving in a half forgotten dream” is another fashionably surrealistic image, the Hollow that leads to a “cavern where the sun has never shone” could be the same cave where Bilbo Baggins first encounters Gollum in the uber-60s novel-in-a-kaftan, The Hobbit. Another novelist beloved of 1960s artists is Edgar Allen Poe, and those are possibly his pictures “hanging in a hallway”, watching the watcher. Again the circular theme can be found.[3]

Various interpreters of the song have suggested everything from undertones of erotica, to “airily psychotic” connotations of “keys that jingle in your pocket, words that jangle in your head”. Still, others see it simply as deep and meaningless. Indeed the singer of the original version of the song, Noel Harrison (who had been photographed for the cover of his 1966 debut album sitting inside a fridge, reading Jean-Paul Sartre) bluntly asked Alan and Marilyn Bergman “What the hell’s this about, then?” There is evidence, too, that the authors, conservative by nature, have attempted a sackcloth and ashes apology for sins of over-creativity by rationalizing a conventional narrative out of their first inspirational gestures, perhaps to neatly tie up the song’s confused threads:


Lovers walk along the shore and leave their footprints in the sand

And later

When you knew that it was over you were suddenly aware
that the autumn leaves were turning to the colour of her hair

Female interpreters sometimes sing an alternative:

When you knew that it was over in the autumn of goodbyes

For a moment you could not recall the colour of his eyes

It is arguably a more heart-stopping, beautiful image; but, ironically, neither of these ‘conventional’ sections seems to ring as true as the over-wrought poetry which precedes. What ultimately marks The Windmills Of Your Mind out as an interesting lyric is not so much its layers of meaning, allegedly hidden depths or some imagined narrative; nor should the song be viewed as merely a museum piece (it has a rich copyright value to this day with many recordings in circulation and use by television advertisers). The lyric works because it sticks for the most part to that circular image so brilliantly described in Legrand’s melody, and in doing so combines poetic imagery with perfectly weighted musical expression to create a feeling which is by turns troubled and peacefully resigned – a recognisable state of humanity.

The melody of The Windmills Of Your Mind consists of one short phrase varied 14 times throughout the song with one sub-variation (the verse ending “like the circles that you find” and its own variation, “in the windmills of your mind”) and two brilliantly arresting twists – the disembodied opening exclamation; “round”, and a moment towards the end of the song where “the images unwind” and the melodic structure with them (probably a revision of the melody after completion of the lyric).[4]

The central, circular phrase consists of 14 quavers and 1 crotchet, which commences on, beat four of bar one and ends on beat three of bar three. With each new line the phrase modulates, morphs, varies, rises, falls and returns to the centre ground. This simple modulating technique is typical not only of Legrand, whose great songs in The Umbrellas Of Cherbourg along with What Are You Doing The Rest Of Your Life and The Summer Knows bear this signature mark, but of French pop music in general. She and Une Enfant are two Charles Aznavour songs which use the same trick. The composer Serge Gainsbourg rarely bothered to write more than a few new phrases before moving them around on the stave and changing the harmony underneath. Comment Te Dire Adieu and L’Anamour are two obvious examples of this. Gainsbourg took the classical connection one stage further, basing songs directly on works by Chopin, Beethoven and Grieg.[5]

If the trail-blazing Beatles were pushing the envelope of lyrical expression in the 1960s, they were also experimenting with an expanded sonic palette, courtesy not only of the technical innovations of the EMI Studio at Abbey Road but the influence of their spirit guide / interpreter George Martin. The group was less bound to the British revival of edgy Blues music than many of their rivals, in fact Lennon and McCartney’s travels to Paris in 1961 and their experiences of European culture in Hamburg served to cement their view of themselves as artists, so when George Martin played Ravel’s Daphnis And Chloe to a rapt McCartney he was preaching to the easily converted. The cultural space that opened for records like Macarthur Park and The Windmills Of Your Mind in the mid to late 1960s existed in no small part because of The Beatles pioneering bravery, however the progression they brought to popular music was in part achieved by going back into the traditions and formal disciplines of music.[6]

In The Windmills Of Your Mind, formal disciplines are perfectly brought to bear on meaning, and Legrand’s signature style reaches a peak of technical and emotional perfection. The constantly undulating landscape of his melody mirrors the confusion, the circular anxiety of the human mind, while conversely offering some kind of spiritual security – from the second line the listener is on home ground and by the third, fourth, fifth variation we are in the arms of the song, happy to trust each just-familiar melodic phrase. One can relax, step in and walk around the song until Legrand’s melody suddenly reaches outside the warm confines of the glider for the third, “airily psychotic” verse. This time the variations are more dramatic and minor in colour. We might imagine the glider starting to spin out a little, the air starting to rush, the blue becoming silver, the melody turning in on itself and the harmony straying out of its comfort zone. We land back on the opening “circle in a spiral” before Legrand’s melody stutters, breaks and extends its rhythmic phrasing (“as the images unwind, like the circles that you find”) as a film might spill out of a cinema projector and we find ourselves on home ground again.

The original recording of The Windmills Of Your Mind was produced by Jimmy Bowen, veteran of sessions by Glen Campbell, Frank Sinatra and others and was recorded live on the RCA soundstage in Hollywood with Michel Legrand conducting an arrangement which takes the circular image even further, with an introduction of swirling violins and flutes, numerous spiralling arpeggios in the background, variously played by violins and a piano. Jazzy, driving horns and low trombone or perhaps tuba darkly propel a tempo significantly faster than most of the subsequent versions of the song.[7] Like Jacques Brel’s Ne Me Quitte Pas, another song built largely on a single phrase, The Windmills Of Your Mind seems to intimidate many interpreters with the result that too much respect is shown, the tempo drags and the performance becomes self-conscious or over stated. No such problems existed for the original performer, gamely battling nerves on the soundstage alongside Legrand. Noel Harrison’s oddball vocal performance which recalls Anthony Newley’s cockney warble sits unusually high in the mix, heavily compressed and brightly reverbed, disconnected from the track in much the same way as the character in the song is disconnected from the earth, adrift, lost and lost and lost.


[1] Wilson and Park’s ambitious Smile (1967) crumbled under the weight of industry expectation and (drug-induced) exhaustion, remaining unfinished until 2004.

[2] Webb writes; “and the Wichita Lineman is still on the line”, moving upwards a full octave between “on” and “line” and suspending that note, literally in the air for four long bars.

[3] One idea for a Beatles movie had the musicians as characters in Tolkein’s The Lord Of The Rings.

[4] Legrand and the Bergmans, veterans of the songwriting business would certainly be tuned to deep layers of interaction between melody and lyric. The songs of Antonio Carlos Jobim often make lyrical comment on the melodies (“this is just a little samba built upon a single note” One Note Samba).

[5] Jane B (Chopin, Prelude in E Minor, Op. 28, No. 4), Baby Alone In Babylon (Brahms, Symphony No 3, 3rd Movement) are among tracks on the compilation Les Classiques De Gainsbourg(Polygram 2000)

[6] The Beatles were well ahead of the game in many respects, understanding the extra competitive edge Martin’s formality gave their music.

[7] Dusty Springfield, Acker Bilk, Count Basie, Alison Moyet, Nana Mouskouri, Sting and The Muppets are among many interpreters.


  1. anthony

    you must record a version of this song!!only I would prefer it be done straight. I didnt like stings jazzy version of it (it sounded too boppy)or dusty sprinfields. . it didnt suit the melody. my favorite version is actually the instrumental version henry mancini did. you could do a nice easy going strummed guitar and strings horns version with beautiful double tracked vocals and background tag lines that repeat stuff like you did on “away in a manger”. think about it sometime! also….how about an update on the new album?? what its like…maybe even some track names…if your not ready to talk about the new stuff I understand…also, I am loving that kalidescope song!! wish it was on the EP.

  2. thanks for the comment Anthony. I like the Noel Harrison version best of all but also Alison Moyet from a few years back. She also cut Legrand/Bergman/Bergman’s What Are You Doing The Rest Of Your Life.
    I am mixing The Pearlfishers album now – the only reason I can’t divulge titles at the moment is I’ve not decided on final running order. However you can hear one of the songs that will definitely be on the album this Wednesday 1.30pm on BBC Radio Scotland if you can get it – my show Note-by-Note will be broadcast and I perform The Way My Father Talked About Vincent.
    As for Kaleidoscope – glad you like. You can download here as part of the Amy Allison/David Scott EP

  3. Mick Lamont

    I have always liked “Windmills” and especially Noel Harrison’s version. I think I like it so much because it is just so plain weird and Noel sounds as if he has no idea what he is on about: he is as puzzled by the song as he knows the listener will be.
    If you speed up the tune it sounds like a jaunty Jewish dance number.
    Any more Note for Note programmes coming up, Davie, or was it just the one?

    • Mick – Yes, I love the Noel Harrison version sooooo much. Just an amazing record apart from anything else. The Muppets version is pretty good too – look for it on You Tube – ‘inside I’m terribly calm…”
      I hope they will commission some Note by Note programmes. There are some good ideas around for future editions 🙂

  4. Mick Lamont

    Ha! The Muppet’s Windmills is a hoot. Thanks for that.
    It is a song that does not need “soulful” approach, where the singer tries to wrench every morsel of emotion from the lyric. Some singers just do that by rote. It needs a more clinical and dispassionate treatment. e.g compare Leonard Cohen’s deadpan treatment of Hallelujah with that of the idiot who took it to number one thinking it was some kind of Christmas torch song.
    What other songs would you consider for future Note By Notes?

  5. I agree Mick – singers who give it ‘laldy’ miss the point. The song exists as a strange world without extra fanfare. And, I suspect, most of the people who sing Hallelujah don’t know what it means. Altogether now, ‘Hallelooooyah!’
    As far as future Note by Note progs go I think I’d like to take a similar approach to the first – rather than picking an area like ‘melody’ or ‘structure’ we go for ‘colour’ or ‘architecture’ or ‘secrets’, using concepts as a dynamo for discussion…

Leave a Reply

Fill in your details below or click an icon to log in: Logo

You are commenting using your account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s

%d bloggers like this: