Written by: John Bettis, Richard Carpenter

Lyrics by: Richard Carpenter, John Bettis

Produced by: Jack Daugherty

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