Spinning Wheel

David Clayton-Thomas wrote it, and it reached number 2 on the Hot 100 in July 1969 for three weeks, held off the top by Henry Mancini's Love Theme from Romeo and Juliet and then by In the Year 2525 from Zager and Evans. It topped the Easy Listening chart for two weeks. Clayton-Thomas said it was written when psychedelic imagery filled lyrics, and was his way of saying not to get too caught up, because everything comes full circle. In his 2010 memoir he wrote that Joni Mitchell's The Circle Game gave him the phrase "painted ponies", and that Mitchell had never noticed when he told her.

Fred Lipsius wrote the arrangement in one afternoon at Bobby Colomby's apartment in the Bronx, the first he did on his own after Al Kooper left. He says the horn introduction imitates the honking of New York traffic and the repeated-note style of the saxophonist King Curtis, and that the arrangement keeps the chord voicings he played on piano while Clayton-Thomas sang it with his guitar at a Cafe Au Go Go rehearsal. He planned a carnival-style waltz-time figure for the horns to fade on. In his account nobody in the control room signalled them to stop, so the horns kept going until trumpeter Alan Rubin played the opening of the tune O du Lieber Augustin, which was mixed into the ending. Bobby Colomby's comment, "That wasn't too good", and laughter close the album version. The single cut most of that finale and Lew Soloff's trumpet solo.

Lipsius won a Grammy for the arrangement. He says he did not attend the ceremony, that Louis Armstrong presented the award, and that Clayton-Thomas accepted it for him.