About The Song
“Midnight Runaway” is one of the more unusual songs in Three Dog Night’s catalog because it didn’t come from the usual pool of professional songwriters they often relied on. The track appears as the closing cut on their 1972 studio album Seven Separate Fools, released in July 1972 on Dunhill Records and produced by Richard Podolor. On an album dominated by outside writers (Randy Newman, Allen Toussaint, Russ Ballard, and others), this one stands apart: it’s credited to Gary Itri, who is also listed in the album credits as playing acoustic guitar on the recording.
The Itri credit is more than a line in the liner notes—it’s the start of the song’s best-known backstory. A later Billboard item described Itri as the cleanup janitor at the studio where the band was recording, and that his connection to the sessions helped get his song in front of them. It’s the kind of detail that rarely shows up in official band biographies, but it fits the era: major-label rock records were often made in rooms where musicians, crew, friends, and staff crossed paths all day, and “Midnight Runaway” is a rare example of that environment leaving a direct mark on a finished album.
Three Dog Night recorded Seven Separate Fools at American Recording Co. in Studio City, California, and the album became their highest-charting studio LP, reaching No. 6 on the U.S. Billboard 200. It was also sold in a memorable physical package: original LP copies included seven oversized playing cards as a bonus. That mix—hitmaking polish plus playful presentation—matches the album’s personality, which moves from chart-ready pop (“Black and White”) to deeper, moodier tracks. “Midnight Runaway,” stretching past five minutes, is very much in the “album track” lane rather than the radio-single lane.
It also helps explain why listeners who only know the band through their biggest hits sometimes do a double take when they reach the end of the record. The song isn’t built like “Joy to the World” or “Shambala.” Instead, it plays like a late-night closer: longer, more open-ended, and paced to feel like a story unfolding rather than a hook repeating. Even the placement matters—after “The Writing’s on the Wall,” it arrives as a final scene, giving the album a winding-off-the-highway finish rather than a crisp, radio-style fade-out.
What’s most telling about the band’s relationship with the song is that they didn’t leave it behind as a deep cut. In early 1973, Three Dog Night included “Midnight Runaway” on their double live album Around the World with Three Dog Night. That set was recorded with a mobile unit during their touring period and released February 13, 1973, and the fact that “Midnight Runaway” made the live track list suggests the band considered it strong enough to stand alongside their proven concert material. In other words, it wasn’t just a studio curiosity—they were willing to spend stage time on it.
Over the years, the song kept resurfacing in reissues and collections, including the 1993 two-CD anthology Celebrate: The Three Dog Night Story, 1965–1975. That kind of compilation usually prioritizes singles and obvious fan favorites, so its inclusion signals that “Midnight Runaway” had earned a reputation among listeners as more than a footnote. It’s one of those tracks that represents the band’s “album side” identity: the part of Three Dog Night that could stretch out when they weren’t chasing a 3-minute single.
Seen in context, “Midnight Runaway” works like a small documentary of how records were made in that period—big-name band, hit producer, a studio full of people, and one unexpected songwriter whose name ended up printed right beside the stars. The charts attached to Seven Separate Fools belong to “Black and White” and “Pieces of April,” but the personality of the album is easier to hear in moments like this: a long final track, written and played by a figure who—if the Billboard anecdote is right—started out sweeping the room where the music was being made.
Video
Lyric
Find my way back home
I don’t know if I want to go
All I want to know, can I keep doing all these shows? Yeah
Haven’t got the time to worry over little things
Fighting for some time to be alone, all alone
Take you for a ride. I’ll take you where you want to go
Are you ready for a ride? Make me feel that you want to go
Can’t they understand I’m tired of this business scene?
I gotta get away make me feel that I’m in a dream.
Won’t you be my midnight runaway?
Won’t cha take the time to runaway with me?
Feeling fine tonight, we’ll runaway
Should we head for the hills or to the sea?
They’re messing with my head
I need a little time to think
Worryin’ every night, can I float, will I sink?
Can’t they understand? I’m tired of their ruthless game
I gotta get away, or you know I’ll go insane.
Won’t you be my midnight runaway?
Won’t cha take the time to runaway with me?
Feeling fine tonight, we’ll runaway
Should we head for the hills or to the sea?
Won’t you be my midnight runaway?
Won’t cha take the time to runaway with me?
Feeling fine tonight, we’ll runaway
Should we head for the hills or to the sea?
Can’t they understand,
Haven’t got much time,
Ready for a ride?
Haven’t got much time, can’t they see?
Do, do they understand?
I need a helping hand,
I gotta get away, get away, yeah.
Aww
Got to get to me.
Aww
Can’t, can’t they understand why?
Don’t they understand,
Can’t, can’t they understand why?
Oh, got to get away
Can’t, can’t they understand why?
Don’t they understand…