Music and Lyrics by Steve Dorff, Larry Herbstritt, Gloria Sklerov and Harry Lloyd
I received a demo of this song from a friend of ours, songwriter Steve Dorff, and felt it was well-suited for Karen, and a potential hit.  The decision was made not to release it as a single, however, as a number of AM Top 40 stations were not playing records that ran longer than three minutes; our version was a little over four, and could not be edited musically.  I was not happy, as we had not enjoyed a "sell through” hit for several years, and I thought this one could do it.  Two years later, the song was chosen for Anne Murray, whose recording enjoyed considerable success.


Produced and Arranged by Richard Carpenter
Orchestrated by: Peter Knight 
Lead Vocal: Karen Carpenter
Backing Vocals: The Gregg Smith Singers
Keyboards: Richard Carpenter
Bass: Joe Osborn
Drums: Ron Tutt
Electric Guitar: Tony Peluso
Oboe: Earle Dumler
Engineers: Ray Gerhardt, Roger Young and Dave Iveland
From the album Passage (1977)



Last Updated June 4, 2008
May 2004  © Richard Carpenter

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