Written by: Roger Nichols

Lyrics by: Paul Williams

Produced by: Jack Daugherty

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