Talk to Me Baby

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"I Can't Hold Out"
I Can't Hold Out single cover.jpg
Single by Elmore James
B-side "The Sun Is Shining"
Released May 1960 (1960-05)
Format 7-inch 45 rpm record
Recorded Chicago, April 1960
Genre Blues
Length 2:12
Label Chess (no. 1756)
Songwriter(s) Willie Dixon
Producer(s) Leonard Chess, Phil Chess
Elmore James singles chronology
"The Sky Is Crying"
"I Can't Hold Out"
"Rollin' and Tumblin'"

"The Sky Is Crying"
"I Can't Hold Out"
"Rollin' and Tumblin'"

"Talk to Me Baby", also known as "I Can't Hold Out", is a blues song written by Willie Dixon and recorded by Elmore James in 1960. Called a classic[1] and a "popular James standard",[2] it has been interpreted and recorded by a variety of artists.

Original song[edit]

Blues arranger/songwriter Willie Dixon wrote "Talk to Me Baby (I Can't Hold Out)" in late 1958 or 1959 in Los Angeles while he was on tour with Memphis Slim.[3] According to Dixon, he was inspired to write the song after a telephone conversation with his wife Marie.[3]

I just talked to my baby, on the telephone
She said 'Stop what you're doin', and come on home'
I can't hold out, I can't hold out too long
I get a real good feelin', talkin' to you on the phone

When Dixon returned to Chicago, Elmore James had a recording session for Chess Records and invited Dixon to participate. Together, they "made that 'Talk to Me Baby (I Can't Hold Out Too Long)'",[3] although Dixon does not perform on the song. For the recording session, James, who sang and played slide guitar, was accompanied by his long-time backing band the Broomdusters: J. T. Brown on saxophone, Johnny Jones on piano, Odie Payne on drums, and Homesick James on guitar.[4]

"I Can't Hold Out" has been described as a "jumping 'Dust My Broom' styled number ... that featured Dixon's trademark stop-time arrangement after each verse".[2] After recording the song in April 1960, Chess prepared for a rush release of the single in May 1960, to capitalize on the success of James' previous single for Fire Records, "The Sky Is Crying", which was then entering the Billboard R&B chart. Elmore James was listed as the songwriter on the single and in an early BMI registration.

In February 1963 during his last recording session, Elmore James re-recorded the song during a "thrown together session"[2] with New York session musicians for the Fire/Fury/Enjoy record labels. When this version of the song was later released on various budget compilation albums (it was not released as a single), it was titled "Talk to Me Baby". When the original song was included on the 1969 Chess compilation album Whose Muddy Shoes, it was re-titled "Talk to Me Baby" and credited to Willie Dixon.[4] Subsequent appearances of the song are often titled "Talk to Me Baby".[5]

Renditions by other artists[edit]

Several blues and other artists have recorded the song as "Talk to Me Baby" or "I Can't Hold Out",[6] including Canned Heat from their album Vintage (1966, released 1970); the original Fleetwood Mac from The Vaudeville Years (1968, released 1998), Live at the BBC with Eddie Boyd on piano (1968 released 1995), and Fleetwood Mac in Chicago with original J. T. Brown on sax (1969); Eric Clapton from 461 Ocean Boulevard (1974); Son Seals from Live and Burning (1978); Colin James from Bad Habits (1995); and Buddy Guy from Live! The Real Deal (1996).


  1. ^ Koda, Cub (1996). Erlewine, Michael, ed. Elmore James. All Music Guide to the Blues. Miller Freeman Books. p. 133. ISBN 0-87930-424-3.
  2. ^ a b c Franz, Steve (2003). The Amazing Secret History of Elmore James. Bluesource Publications. pp. 104–05. ISBN 978-0-9718038-1-7.
  3. ^ a b c Dixon, Willie; Snowden, Don (1989). I Am the Blues. Da Capo Press. pp. 115–16. ISBN 0-306-80415-8.
  4. ^ a b Snowden, Don (1991). Whose Muddy Shoes (CD reissue notes). Elmore James. MCA/Chess. p. 5. CHD-9114.
  5. ^ Morris, Chris (1992). King of the Slide Guitar (Box set notes). Elmore James. Capricorn Records. p. 13. 9 42006-2.
  6. ^ "Song search results for I Can't Hold Out". AllMusic. Rovi Corp. Retrieved January 17, 2016.