Hey, fellow guitarist! Did you know 99.9% of visitors to this site will scroll past this message without making a contribution? Many plan to pledge later, but then forget. So we're asking you to give just $1 (or whatever you can afford) right now.

From the May/June 2021 issue of Acoustic Guitar | By Jeffrey Pepper Rodgers

Few artists have made such a deep imprint on the music world in such a short time as Bill Withers. He launched his music career relatively late—he was 32 when his debut album came out in 1971—and then walked away from it all within 15 years. And yet during that stretch of the ’70s and early ’80s, Withers delivered a string of classic songs, from “Ain’t No Sunshine” and “Grandma’s Hands” to “Lean on Me,” “Lovely Day,” and “Just the Two of Us,” that continue to reverberate today. Built on the earthy grooves of his acoustic guitar, Withers’ music drew on soul, blues, gospel, and country, but those genre distinctions seem irrelevant. With a rare gift for distilling an emotion or story down to its essence, Withers created songs that feel timeless and universal.

“He made such an enormous impact,” says Son Little, whose own take on guitar-based R&B has drawn frequent comparisons to Withers. “I don’t remember first hearing ‘Lean on Me.’ His songs have had such power and reach that they’re really a part of the culture. It’s true folk music.”

Withers passed away in March of 2020 from heart complications at age 81, prompting a fresh look at his musical legacy. While he always put the spotlight on his vocals and lyrics, one of the special features of Withers’ music was his use of acoustic guitar—a rarity in the realm of soul/R&B, then and now. Withers himself was the first to point out that he was far from a fancy instrumentalist. “I can’t play the guitar or the piano,” he once told the New York Times, “but I made a career out of writing songs on guitars and piano.” He developed a stripped-down accompaniment style that was the perfect vehicle for his songwriting, from gentle ballads to funked-up blues. 

“He, more than anybody else, employed the acoustic guitar in R&B music in a really special way,” Little says. “The songs break down easily into really simple patterns that you can play on an acoustic guitar. As with a lot of great music or art, its biggest strength is its simplicity.” 

Withers recognized that quality in his own work. “If you research it, very few songs that live in the minds of people are written by virtuoso musicians,” he said in an interview with American Songwriter. “The things that they do are too complicated. There’s an almost inverse ratio between virtuosity and popularity. Simplicity is directly related to availability for most people.”

This lesson goes inside some of Withers’ best songs—especially from his first few albums, when his own guitar was most prominent—to reveal the understated accompaniment style that carries them. 

Bill Withers, "Just As I Am" album cover

Workingman’s Blues

Growing up, Withers hardly seemed headed for a life in music. Born and raised in the coal company town of Slab Fork, West Virginia, he did not play an instrument and, by his own account, had no special involvement with music as a child. Eager to escape working in the mines, as all the other men in his family had done, he joined the Navy at 17 and trained as an airline mechanic. Only in his late 20s, while working in an airline parts factory in California, did he pick up a pawnshop guitar and begin to write. Withers was still employed at the factory—installing toilets in 747s—when he was recording his debut album, as captured in the cover photo of Withers during a work break, lunch box in hand.

Signed to the Sussex label, Withers had the good fortune to be matched with producer Booker T. Jones, who chose to showcase Withers in his natural element on the aptly titled Just As I Am. Backed by Jones and his band, the MGs, with Stephen Stills subbing on guitar for Steve Cropper, Withers delivered an assured, soulful performance, with his acoustic guitar at the center of the mix.

The album’s first single was the propulsive “Harlem,” but the song that broke Withers’ career wide open was its B side, “Ain’t No Sunshine.” Withers said the movie The Days of Wine and Roses inspired the lover’s lament, which he set to a haunting melody over a minor blues progression. As it happened, Withers actually intended to write lyrics in place of the song’s famous “I know” incantation, but Jones and the other session players convinced him to leave the ad lib in place.

Although “Ain’t No Sunshine” is in A minor and could easily be played with open-position chord shapes, Withers rarely went that route on the guitar. Instead, he tended to reach for chord shapes up the neck, especially the types of three-note voicings often used in swing/jazz rhythm. So, in Example 1 (below), grab the Am7 at the fifth fret. Play fingerstyle, picking the bass notes with your thumb and the upper notes with your index and middle fingers. Use open strings only on the Em7 in measures 1 and 7 (for that chord, you don’t need to fret any strings at all). The movable three-note shapes used for Am7, G7, Em7 (in measure 5), and Dm7 recur throughout Withers’ music and the following examples.

Withers revisited his West Virginia childhood in “Grandma’s Hands,” another gem from his debut. His father died young, and Withers was raised primarily by his mother and grandmother. He credits his grandmother in particular as his early champion. “I was one of those kids who was smaller than all the girls; I stuttered, I had asthma, so I had some issues,” Withers recalled in an interview at the Grammy Museum in 2014. “My grandmother was that one person who would always say that I was going to be OK.” In “Grandma’s Hands,” he paid tribute through a series of vignettes of his grandmother, from playing the tambourine in church to helping an unwed mother to picking up young Billy when he fell. 

Like “Ain’t No Sunshine,” “Grandma’s Hands” uses a simple progression in a minor key, in this case E minor. In Example 2, on the Em, pick the sixth, fourth, and third strings simultaneously, adding the second fret on the third string on beat two to create the song’s main riff. For the B7 and A7, hold the same shape you used for the G7 in “Ain’t No Sunshine.” 


Bill Wither "Still Bill" documentary

Surprising Patterns

Withers’ barebones approach on the guitar led him to some unusual places. One example is “I’m Her Daddy,” a poignant track on Just As I Am, in which the narrator has discovered he has a six-year-old daughter. The song is in C#m, a key that few folk guitarists would tackle without a capo. But that’s exactly what Withers did, thanks to the closed chord shapes he favored. In Example 3, you actually do use the open sixth string as part of the bass line leading into the C#m7 and F#7. On these two chords, let the C# bass note (string 5, fret 4) ring while you pick the upper notes.

In the song’s main rhythm pattern, the C# bass note falls not on the 1 but at the end of the previous measure—Withers often anticipated the downbeat in this way. This pattern has a sneaky variation too, shown in measures 3 and 4. In measure 3, play the upper notes of the C#m7 for one extra eighth note—that is, pick them six times rather than five, as before. This pushes the open string E to the last upbeatof the measure, so that the C# bass note then lands on the downbeat of measure 4. 

If you listen closely to Withers’ performance of “I’m Her Daddy” on Just As I Am, or the live takes from the early ’70s available on YouTube, you’ll hear him switch back and forth between these two variations throughout the song. In effect he is shifting by a half beat where the chord change falls—a cool detail that keeps the progression feeling slightly off balance. As you practice the example, keep time with your feet so you can feel the change and the syncopation.

Also on his debut, the lonesome ballad “Hope She’ll Be Happier” is built around the pattern in Example 4, played in the key of D using a fingering high up the neck. Fret the fifth string at the 12th fret for an A note above the root on the open fourth string; in measure 2, raise the fifth string to an A# for a Daug. Withers repeats this pattern for a long stretch before finally switching to Gm7, as shown in measure 5. The whole accompaniment part is as sparse as it could be, leaving nothing to distract from the emotion of Withers’ vocal and story.

In the Groove

By late 1971, Withers’ debut album vaulted him from the factory floor to the stage of The Tonight Show, as “Ain’t No Sunshine” and “Grandma’s Hands” rose on the charts. For performing, he found the perfect collaborators in the Los Angeles–based Watts 103rd Street Rhythm Band, who locked right into his less-is-more style. The antithesis of the showbiz front man, Withers held the stage with the band like a coffeehouse singer, seated with his flattop guitar even while laying down grooves that make it nearly impossible to stay off your feet.  

The band was so tight that Withers managed to convince his label boss, Clarence Avant (profiled in the recent Netflix documentary The Black Godfather), to let him and the musicians self-produce his second studio album. That unusual freedom certainly paid off with 1972’s Still Bill, chock-full of great songs and performances. 

Two tracks on Still Bill, both based on two-chord vamps,serve as a good intro to how Withers played in a funk context. “Use Me,” a hit on both the Hot 100 and soul charts, simply toggles between Em7 and A7, using the same minor seventh and dominant seventh shapes as “Ain’t No Sunshine.” 

For Example 5a, grab a flatpick and get ready for a picking-arm workout—alternating down and up strums on every eighth note. On some beats, marked with X noteheads, relax your fretting fingers to get a percussive scratch instead of a chord. Even when you don’t play, as on beat one of measure 4, keep the strum movement going—just bypass the strings. Hitting some open strings, as at the ends of measures 2 and 4, gives you a moment to change positions while maintaining the rhythm. In a passage like measure 4, which has mostly scratches, the guitar is essentially playing the role of maracas. To push the groove a little harder, emphasize the backbeats (2 and 4).

That insistent strum isn’t designed to stand on its own, of course. Withers’ groove-based songs have signature riffs overlaid as well. In “Use Me,” Ray Jackson played a super funky repeating riff on clavinet; Example 5b shows a guitar adaptation. As with everything in Withers’ music, the riff makes its mark while leaving lots of space. Avoid the temptation to noodle.

The same instrumental dynamic holds in the opening track of Still Bill, “Lonely Town, Lonely Street.” In Example 6a, again strum two chords, Bm7 and F#m7, using the same three-note shape; maintain a down-up motion throughout, and mix chords with percussive scratches. Bear in mind that this is a loose, improvisational style, so the pattern shown is just one example—feel free to go with the flow and make your own variations. Example 6b then shows an accompanying riff, similar to what’s played on the track on electric guitar (Benorce Blackmon) and bass (Melvin Dunlap).

Bill Withers Gibson ad

Beyond Three Chords

As the above examples demonstrate, Withers got an awful lot of songwriting mileage out of two- and three-chord progressions with just a few repeating chord shapes. But some of his songs use more complex progressions, especially collaborations such as the bossa nova–tinged “Hello Like Before” (written with John E. Collins and recorded with veteran session player Dennis Budimir on nylon-string guitar), “Lovely Day” (written with Skip Scarborough; see Acoustic Classic on page 56), and “Just the Two of Us” (written with William Salter and Ralph MacDonald, and first recorded by saxophonist Grover Washington Jr. with Withers as the featured singer). One early example of a song with more harmonic complexity, written by Withers alone and featuring his own guitar work, is the ballad “Let Me in Your Life” from Still Bill.

Get stories like this in your inbox

Example 7 is based on the introduction and part of the verse of “Let Me in Your Life,” and opens with an F#m7b5 to F#dim7 to Emaj7 progression that recurs later in the song. Play with your fingers, and for the repeating chords shown with a rhythm slash (as in measures 1, 5–7, etc.), strum with your thumb for a soft sound. Play the Emaj7 at the seventh fret, and in measures 4, 8, and 12, slide the shape up a fret for an Fmaj7 and then back down.

On the Keys

In addition to his guitar-based music, Withers wrote plenty of songs on piano, and his later albums feature a much more keyboard-oriented, smooth R&B/pop sound. He wrote his most iconic song, “Lean on Me,” on a Wurlitzer keyboard, following the simplest of patterns: starting on C, walking up the white keys (the major scale) to F, and walking back down. That line, harmonized, is the foundation of Withers’ piano accompaniment and his melody. With its warm gospel sound and reassuring message of friendship, “Lean on Me” is a truly universal song, more resonant than ever during the social isolation of the pandemic. 

To wrap up this tour of Withers’ music, Example 8 shows a guitar rendition of the simple idea immortalized in “Lean on Me.” Play three- and four-note chords throughout, picking the individual strings with your fingers simultaneously for a sound closer to piano, as opposed to strumming. For the three-note chords, pick with your thumb, index, and middle fingers; for the four-note chords, employ your ring finger too. (Alternatively, you could pick all the three-note chords with your index, middle, and ring fingers, and bring in the thumb only for the four-note chords.) Note the fingering suggestions in measure 4, which will help you navigate the G6 to G9 and set you up for the return to C in the next measure.

The Right Intent

It’s remarkable that an artist with Withers’ natural talents and popularity would opt out of a music career so early, releasing no new albums after 1985 and contributing to only a handful of songs recorded by other artists, such as “Simply Complicated” with Jimmy Buffett (2004) and “Mi Amigo Cubano” with Raul Midón (2014). Withers was more available to the public in recent years, especially through the 2009 documentary Still Billa must-watch for anyone interested in learning more about the man behind the musicand his induction into the Rock and Roll Hall of Fame in 2015. Deeply cynical about the music business and determined not to play what he termed the “fame game,” Withers seemed very much at peace out of the spotlight.

An immersion in Withers’ music brings powerful lessons for any guitar-playing songwriter, especially about the value of directness. As a lyricist, he never got bogged down in cleverness or complicated metaphors. “Ain’t no sunshine when she’s gone.” “Lean on me when you’re not strong.” Withers’ words say what they mean and go straight to the emotional heart.


For Son Little, Withers’ songs are a reminder that the guitar should not draw too much attention to itself. “If I’m thinking about your guitar playing, then you either messed up or you’re playing too much,” he says. “It’s a hard lesson to learn—to trust the song, trust your voice. I’m still working on it.”

Another musician I spoke with about Withers, Louisiana singer-songwriter and guitarist Marc Broussard, describes a similar revelation about his own approach to the instrument. “For a long time I felt it was necessary to get as technical and as clever as possible. I wanted the average listener to feel like it was just another song, but I wanted musicians to say, ‘Oh, man, did you hear that modulation?’ or ‘Did you hear them go to that flat-five right there?’ That was just a bunch of ego stroking. 

“Then I started digging into Bill’s stuff and realized that if you have the right intent, none of that is necessary. Two chords, three chords at the most sometimes; you just put the right melody and lyrics together, and everything else is just going to work itself out.”

Bill Withers with a Craviola acoustic guitar
Bill Withers with a Craviola acoustic guitar

Bill Withers’ Guitars

Dreadnoughts were a good match for Bill Withers’ muscular rhythm style, and concert footage from the 1970s shows him playing a Martin D-35 and a Gibson J-50—he appeared in Gibson ads around that time. Guitarists watching the Still Bill documentary may notice the array of instruments with unusual teardrop-shaped bodies behind Withers in some interview segments. These are Craviola guitars, originally designed in the late ’60s by guitarist/composer Paulinho Nogueira and built by the Brazilian company Giannini. Jimmy Page famously played a 12-string Craviola in the early ’70s on Led Zeppelin’s “Tangerine.” Giannini still builds a Craviola line that includes steel- and nylon-string acoustics, electrics, and basses. —JPR

Inside the Soulful Acoustic Guitar Style of Bill Withers music notation examples sheet 1
Inside the Soulful Acoustic Guitar Style of Bill Withers music notation examples sheet 2
Inside the Soulful Acoustic Guitar Style of Bill Withers music notation examples sheet 3
Inside the Soulful Acoustic Guitar Style of Bill Withers music notation examples sheet 4

This article originally appeared in the May/June 2021 issue of Acoustic Guitar magazine.

the way music works by gretchen menn