"Bewildered" is a popular song written in 1936 by Teddy Powell and Leonard Whitcup. It was a 1938 hit for Tommy Dorsey and His Orchestra. It was also recorded by Mildred Bailey in the same year. The song was revived in the late 1940s when two different versions, by the Red Miller Trio and Amos Milburn, reached number one on the R&B chart in 1948 (neither of them made the pop chart). Both these versions departed significantly from the original published melody and influenced later recordings. "Bewildered" was subsequently recorded by several other R&B performers, including Billy Eckstine and the Ink Spots, with Eckstine's version reaching number 4 on the R&B chart and number 27 on the pop chart. A decade later it was recorded by Mickey & Sylvia, again with an altered melody similar to that of the Red Miller Trio recording. "Bewildered" was also covered in 1990 by the Notting Hillbillies on their album Missing...Presumed Having a Good Time.

James Brown and the Famous Flames recorded "Bewildered" in 1959. Their doo-wop–tinged rendition was somewhat similar to the Amos Milburn version, with a strong triplet feeling and a heavily melismatic vocal line. It was first released as a track on Brown's 1960 album Think!. The following year it was issued as a single, which reached the R&B Top Ten and became Brown's second single (after "Think") to enter the pop Top 40 (US charts: number 8 R&B; number 40 pop).

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