Fred Neil just wanted to go home. The cantankerous folkie hated being in the studio, and pulling his third album together was like pulling teeth. It was almost finished, but it had to have one more tune to fill it out.

"We needed another song, and he said he might have one more," said his manager, Herb Cohen. "Matter of fact, I think he completed it in the toilet of the Capitol Records studio. As you can tell by the lyric, all he wanted to do was finish the album and go to Florida."

Singing in a gruff, weary voice, Neil finished his yearning to breathe free in one take and got out of the studio as fast as he could. The album, Fred Neil, didn't sell well, which probably suited Neil just fine - the less publicity he had to do, the better. Little did he know that he had just come up with the key that would unlock the door to his freedom.

"That sounds like a hit," Harry Nilsson said. "I could do that one."

Nilsson's first album for RCA, Pandemonium Shadow Show, had gotten noticed by the Beatles' publicist Derek Taylor, which meant it got noticed by the Beatles (who named Nilsson their favorite artist and favorite group), which meant it got noticed by everybody. Now he was working on his follow-up, Aerial Ballet. He had plenty of originals, including the future Three Dog Night hit "One," but was looking for one or two more songs to complete the record.

"I happened to be at RCA one day and my producer, Rick Jarrard, was listening to a Fred Neil album," Nilsson later recollected. "He played me a cut which he intended to use with a group called Stone Country. I liked it a lot and we decided to record it."

On November 8, 1967, that's what he did. Backed by a masterful arrangement by George Tipton, which sped up the song, kept Neil's guitar figure, and added a sustained high note from the string section that went higher at the bridge, Nilsson laid down a vocal that radiated both melancholy and the freedom of escape, cut off from the world to soar within his dreams. The leap into falsetto ("I won't let you lea-heeeeeeeeeee...") sent the song into the stratosphere.

"That was a magical moment," said his girlfriend and future wife Diane Clotworthy, who was in the studio for the recording. "He did that in I think two or three takes and it was just incredible. You don't see that very often where somebody just nails it, a song like that. And I just feel lucky that I got to see that. Everybody kind of gasped. It was incredible. The music, and the voice, and everything."

Everyone knew that they'd captured something special. Afterward, when Nilsson was leaving the studio, Jerrard told him, "Be very careful crossing the street. We haven't finished the overdubs yet."

When Aerial Ballet was released in 1968, "Everybody's Talkin'" led off side two. It was released as a single, and soared all the way to number 113 on the Billboard charts before sinking without a trace.

Derek Taylor didn't stop proselytizing for Nilsson once he'd hooked the Beatles. In 1969, he learned that director John Schlesinger was looking for someone to write a song to open his movie Midnight Cowboy. He got Schlesinger to listen to Aerial Ballet; impressed, Schlesinger used "Everybody's Talkin'" as a temp track while he edited, and commissioned Nilsson to come up with a song for the movie.

But Nilsson wasn't the only one Schlesinger asked, and he had no problem swinging for the fences with his other requests. He asked Paul Simon, who said no. He asked Randy Newman, who wrote the song "Cowboy" (which later appeared on his debut album). He asked Joni Mitchell, who wrote the song "Midnight Cowboy" (unreleased to this day). He even asked Bob Dylan, who came up with none other than "Lay Lady Lay" - but didn't meet the deadline.

And Nilsson? He wrote "I Guess the Lord Must Be in New York City," a song that sounded very similar to "Everybody's Talkin'." "Actually, I was asked to steal that for it," Nilsson revealed later. "I tried to get as close to 'Everybody's Talkin" without pinching it, you know. Tried to get as close to the feel as I could. It was about a guy in Texas looking for a better life in New York who meets a guy who is looking for a better life in Florida. It's always over the next fence, or around the next corner. To me, that's what it was about."

Nilsson hit the nail on the head - but that was a problem. Good as "I Guess the Lord Must Be in New York City" was, it was a little too on the nose. Besides, Schlesinger had been cutting the movie to the temp track, and now it felt inextricable from the film. So it was decided to keep "Everybody's Talkin'" as the opening song.

Results: The song became as indelibly associated with Midnight Cowboy as Dustin Hoffman's "I'm walkin' here!" moment. It was re-released as a single and sold over a million copies, making it to #6. It won a Grammy for Best Performance - Contemporary Male Vocalist. It changed Nilsson's career, not only by giving him vast success, but also moving him from the songwriter spotlight to the singer/interpreter one.

As for Fred Neil, now fixed for life thanks to the royalties from "Everybody's Talkin'," he resisted his newfound fame and became folk music's very own Greta Garbo, retiring from the business in 1971 and being as obscure as he wanted to be, somewhere in the Florida Keys. When he died in 2001, not even his children knew exactly where he was.

Neil's friend and collaborator Vince Martin tells the story of having breakfast with Neil when someone ran over and said, "Freddie, Harry Nilsson's on the phone!"

Neil looked up from his breakfast and replied, "Fuck 'im."