Written by: John Bettis, Richard Carpenter

Produced by: Jack Daugherty

Performed by: Danny Woodhams (bass), Karen Carpenter (drums (drum set)), Karen Carpenter (lead vocals), Richard Carpenter (Wurlitzer electric piano), Richard Carpenter (lead vocals), Jim Horn (woodwind), Bob Messenger (woodwind), Joe Osborn (bass), Douglass Strawn (woodwind), Hal Blaine (drums (drum set))