Written by: Burt Bacharach

Lyrics by: Luther Dixon, Mack David

Produced by: Jack Daugherty

Performed by: Hal Blaine (drums (drum set)), 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)