Background and Composition
The song was written by Alan Block and Donn Hecht a few years before Cline recorded it. According to Hecht, after securing a songwriting contract with Four Star Records, his assignment was to pick an artist from the label whom he could compose a song for. Hecht was impressed by Cline's vocals and realized her voice was best suited to pop music. Among his catalog of pop-styled songs was "Walkin' After Midnight", which was originally intended for traditional pop artist Kay Starr. Starr's record label had rejected the original version, and it was left unused for years. After rediscovering the song, Hecht made some minor changes and gave it to Cline's producer. Cline's original reaction to "Walkin' After Midnight" was negative; however, Hecht and Four Star owner Bill McCall came to an agreement with her. The compromise was that Cline would record it as long as she could also record "A Poor Man's Roses (Or a Rich Man's Gold)", a song she favored. "Walkin' After Midnight" was then recorded at the Bradley Film and Recording Studios on November 8, 1956 and was produced by Paul Cohen, along with "A Poor Man's Roses", "The Heart You Break May Be Your Own", and "Pick Me Up on Your Way Down".
"Walkin' After Midnight" is a country pop song with stylistic elements taken from the genres of jazz, traditional pop, and blues. The song was recorded in the key of C major and follows the traditional AABA form. "Walkin' After Midnight" features instrumentation from an acoustic guitar, basic drums and piano, steel guitar, electric guitar, and acoustic bass. Its session members were part of Nashville's A-Team of musicians, who played on most of the recording sessions on RCA Victor and Decca Records. Among the musicians were Harold Bradley, Grady Martin, and Bob Moore, all of whom would later play on Cline's later records in the early 1960s.
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