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# How Exile’s “I Don’t Want to Be a Memory” Began a Hitmaking Partnership
- URL: https://www.generationcountry.net/behind-the-song-exile-i-dont-want-to-be-a-memory/
- Published: 2026-10-23T16:36:44.000Z
- Updated: 2026-10-23T16:36:44.000Z
- Description: After Mark Gray left the session, J.P. Pennington and Sonny LeMaire kept working. Their first song as a two-man team became Exile’s second country No. 1, with a guitar solo born on Terry McMillan’s harmonica.
- Author: Jared Ingersol
- Tags: Behind the Song, Exile

The day had already produced one song.

J.P. Pennington, Sonny LeMaire and their former Exile bandmate Mark Gray had written “The High Cost of Leaving,” the record that would introduce Exile’s country chapter on Epic. When Gray had to leave the writing session, Pennington and LeMaire stayed behind and started another.

“‘I Don’t Want to Be a Memory’ was written the same day we wrote ‘The High Cost of Leaving,’” LeMaire tells Generation Country. “After \[Mark\] had to leave, J.P. and I wrote ‘I Don’t Want to Be a Memory,’ which was our first writing session with just the two of us.”

## ONE MORE SONG THAT DAY

Pennington believes the title was his. He remembers sitting at the piano with LeMaire and finding the song quickly.

LeMaire is less certain about who said the words first, but he remembers what happened once they were in the room.

“The title gave us a direction for the lyric, and we wrote it fairly quickly,” LeMaire says. “I remember that we were both happy with the result. J.P. had a great melody to go along with it, and he wrote a great intro hook.”

There is no elaborate setup in the title. It states the fear plainly. The narrator is not merely afraid of losing the woman; he is afraid of being reduced to somebody she used to know, “just a shadow” in her mind.

Pennington describes the song in one word: a plea.

“The title, in and of itself, pretty much dictated the way it was going to develop,” he says.

“I Don’t Want to Be a Memory” is not sung from the safe distance of a breakup already survived. The woman is still there, and the relationship may still be saved. The narrator asks her to lie back down and talk. He reaches for the life they built in a two-room flat, when they drank wine from a coffee cup and could not get enough of one another. Those details are not decoration. They are his evidence.

Even the harder image in the chorus, the fear of becoming another notch in her handle, serves the same argument. He does not want to join the history of people who came before him. He wants to be the last one allowed to share her life.

The chorus keeps returning because the man has only one case to make. Pennington’s husky lead never treats the appeal as self-pity. Les Taylor and LeMaire answer him in harmony, and the sound of three voices turns one man’s fear into something larger without making it less intimate.

## THE RECORD WAS ALREADY INSIDE THE SONG

Pennington and LeMaire were writing with their own band in mind. LeMaire says the tempo they found while writing usually became the tempo Exile recorded. That habit was already taking shape here.

The group had signed with Epic, and both songs from that day were headed toward its first album for the label. “The High Cost of Leaving” became Exile’s debut country single. “I Don’t Want to Be a Memory” followed it on the second side of the self-titled *Exile* album.

By the time the band reached Nashville's Soundshop, the arrangement was well developed.

“We had rehearsed the song religiously, and I believe we may have even played it live a few times,” Pennington says, “so it was well developed before we walked into the studio to record it.”

The five musicians tested the song together, settled its tempo and vocal parts, and brought that rehearsal work into the session.

Producer Buddy Killen's approval still mattered. Killen had helped build Tree into one of Nashville's major publishers and produced Joe Tex's Southern soul hits. Pennington and LeMaire knew what it meant when he heard something worth recording.

“The band liked it, Sonny and I felt good about it and, maybe most important of all, our producer liked it,” Pennington says. “Buddy had such a massively successful track record, and we felt his endorsement really meant a lot.”

Killen was helping Exile enter country music, but Pennington says the band did not write by measuring every choice against a format.

“We didn’t think about genre as much as just trying to write good music,” he says. “Country radio was more forgiving of pop-oriented songs by then and, as we’ve often said, we just put an acoustic guitar on everything and it magically became ‘country’!”

The joke lands because Exile’s conversion was never as simple as changing instruments. The band brought pop concision, a rhythm section’s momentum and three-part harmony into country music, then discovered that those qualities already had a place there.

## THE HARMONICA INSIDE THE GUITAR

Killen suggested a harmonica solo and brought in Terry McMillan, one of Nashville’s most expressive multi-instrumentalists, to play it.

“The solo he played was stellar,” LeMaire says.

It also presented a practical problem. Exile had built its identity around reproducing its records onstage, and nobody in the five-man lineup could play McMillan’s part live.

Pennington found a way to carry McMillan's idea onto the stage: he moved it to another instrument.

“We ended up feeling that it didn’t fit us,” Pennington says. “I supplanted his solo with an electric guitar, playing a lot of the same exact notes he played.”

LeMaire remembers it the same way: “J.P. went in and did a great guitar solo that basically copied what Terry had played.”

The released solo is Pennington's, but the line began with McMillan. Exile kept the idea and made it playable onstage.

## THE SECOND NO. 1

Epic released the self-titled album in November 1983\. It reached No. 10 on *Billboard*’s country-album chart and supplied three singles that documented the band’s arrival in order.

“The High Cost of Leaving” reached the country Top 30\. “Woke Up in Love” gave Exile its first country No. 1 in March 1984\. Later that month, Epic released “I Don’t Want to Be a Memory,” backed with Pennington’s “After All These Years (I’m Still Chasing You).”

When *Billboard* reviewed the new single in its April 14 issue, the magazine said it showcased Exile’s writing and instrumental strengths. Radio agreed. On July 14, “I Don’t Want to Be a Memory” reached No. 1 on both the *Billboard* and *Cash Box* country charts. It also topped Canada’s *RPM* country chart in August.

The chart sequence removed any doubt about the reinvention. “Woke Up in Love” had shown that Exile could reach the top of the country chart. “I Don’t Want to Be a Memory” showed that the first success was not an exception. “Give Me One More Chance” followed it to No. 1 later in 1984, and the streak grew to ten chart-toppers.

None of those numbers was visible in the writing room. One song was finished. Gray left. At the piano, Pennington and LeMaire discovered what the two of them could do. They found the title, the emotional argument, the melody, the intro and much of the eventual record in the same sitting.

“I Don’t Want to Be a Memory” asked one woman not to place a love affair in the past. For Exile, it opened a songwriting partnership with a considerable future.

---

*J.P. Pennington and Sonny LeMaire supplied their recollections in separate written responses to Generation Country. Their quotations have been lightly copyedited only. Release, recording, copyright, chart and contemporary critical details were checked against Epic catalog and label documentation; U.S. copyright registration PA0000214140;* Billboard *issues dated April 14, April 21 and July 14, 1984;* Cash Box, *July 14, 1984;* RPM, *August 4, 1984; Alanna Nash’s October 1984* Stereo Review *profile of Exile; and the Alabama Music Hall of Fame’s Buddy Killen biography.*