It was a hot July day in Nashville, Tennessee. Bill Dees and his friend Kelton were at Kelton’s home trying to write a song. They needed a melody, a clever phrase, a catchy guitar riff, or anything else that could spark an idea. They played anything that came to mind on their guitars, discussed several phrases, but they were unimpressed with the results. They kept at it. At one point, Kelton’s wife walked into the room. Bill and Kelton’s attention immediately shifted from their task at hand to Kelton’s wife. She was a knockout. Bill and Kelton’s gaze shifted to her yellow skirt and red shoes. Anytime Bill saw a woman he thought was pretty, he exclaimed, “Mercy!” Like the involuntary actions of our bodies such as blinking our eyelids or breathing, Bill exclaimed “Mercy!” before he could stop himself. Bill shifted his gaze from Kelton’s wife to Kelton. Kelton was smiling. He looked back and Kelton’s wife was smiling as well.

The three of them chatted briefly and Kelton’s wife said she was going to a nearby store to buy something. Kelton, ever the gentleman, asked if she needed any money. Before Kelton’s wife had a chance to respond, Bill spoke up and said, “a pretty woman never needs any money.” They all smiled. Kelton’s wife turned and walked away. As she walked out of the house and onto the sidewalk, Bill heard her red high heels clicking on the pavement. Click! Click! Click! Click! Bill tapped his finger on his guitar to the same tempo as the sound of Kelton’s wife’s clicking shoes. Before the sound of Kelton’s wife’s clicking heels had faded, Kelton came up with a fitting guitar riff. Lyrics came next as if they had been there all along just waiting to be written down. By the time Kelton’s wife returned, about 40 minutes later, Bill and Kelton had finished the song.

A week later, on August 1, Bill and Kelton went into the studio to record the song. Once again, Bill tapped his finger to the tempo he remembered of Kelton’s wife walking away in her red high-heeled shoes. Click! Click! Click! Click! The studio drummer played this tempo on his snare drum, Kelton’s guitar riff was added, and finally, Kelton sang lead and Bill sang harmony. In one point in the song, Kelton said there was something missing. He needed to say something short, just a word or two. He remembered what Bill said upon seeing his wife the previous week. He sang one more word, “mercy,” and the song was finished. Bill and Kelton were pleased with the song.

On August 15, 1964, Bill and Kelton’s song was released. Less than two weeks later, their song entered the charts at number 49. By early September, newspapers all over the world predicted that the song would sell well. On September 6, the number one song in the country was “House of the Rising Sun” by the Animals. Bill and Kelton’s song reached number 13. A week later, September 13, Bill and Kelton’s song was at number 2 just behind “House of the Rising Sun.” A week after that, on September 20, Bill and Kelton’s song had replaced “House of the Rising Sun” in the number one spot. “In a 68-week period that began on August 8, 1963,” during the British Invasion, Kelton “was the only American artist to have a number one single in Britain.” In addition to reaching number one in the United States and the United Kingdom, Bill and Kelton’s song reached the top spot in Australia, Belgium, Canada, Ireland, the Netherlands, Norway, New Zealand, Switzerland, and West Germany. Mercy!

When Bill and Kelton’s songwriting session was interrupted on that hot July day in 1964, none of them could have realized the impact of Kelton’s wife walking into and out of the room. Kelton’s wife’s name was Claudette. The name of the Bill and Kelton’s song came directly from Bill’s comment that “a pretty woman never needs any money.” For almost fifty years now, you and I have heard Bill and Kelton sing “Oh, Pretty Woman.” Kelton is the middle name of Roy Orbison. Mercy!


1.  The Paducah Sun, August 28, 1964, p.10.
2.  Valley Morning Star, September 6, 1964, p.3.
3.  Omaha World-Herald, September 20, 1964, p.100.
4.  Rock, The History of, and Roll. n.d. “Roy Orbison (1936-1988) | the History of Rock and Roll Radio Show.” Accessed September 24, 2023.
5.  NPR. 2008. “Mercy: Behind Roy Orbison’s ‘Pretty Woman.’” NPR. December 6, 2008.
6.  “ShieldSquare Captcha.” www.songfacts.com