Written by: Roger Nichols

Lyrics by: Paul Williams

Produced by: Jack Daugherty

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