Dedicated to my brother Richard with all my heart.

- Karen Carpenter

For personal reasons, which have been chronicled in other sources, I needed and decided to take a leave of absence from our career in 1979. Karen, who was not interested in remaining idle during my hiatus, elected to record a solo album. To produce the album, Herb Alpert suggested Phil Ramone, a highly-talented and successful producer who had enjoyed both critical and commercial success with such artists as Paul Simon, Billy Joel, et al. Phil signed on and on April 30, 1979, Karen left LA for New York, with a first session commencing on May 2. Due to some scheduling conflicts, the album was not delivered until early 1980. Upon completion of the playback, reaction of A&M executives and others, including me, was lukewarm. The result was that on May 5, 1980, Karen decided to shelve the album.

As time passes and events unfold, one's perspective on certain matters can change, as has mine regarding this album. Karen was with us precious little time. She was a great artist. This album represents a certain period and change of approach in her career.

As such, it deserves to be heard, in its entirety, as originally one bonus track.

-Richard Carpenter


To completely understand the love and adventure of Karen's solo project, people should know that we made a conscious decision to experiment with music and styles that were not in the Carpenters' albums. We wanted their fans, as well as a new audience, to hear one of the greatest voices in a different surrounding. We knew some things were trendy and that the intimate songs would express her love of all music.

It was inconceivable to those of us involved with the project that a rumor might spread regarding the end of the Carpenters. That truly was beyond the realm of possibility: Karen loved Richard and the music they made together. I've always related to Richard's arrangements and composing with deep admiration and we remain friends.

The love of Billy Joel's band - Rod Temperton and the other players, who had the best time working with her - gave Karen Carpenter's work in New York a sparkle that can be heard on this album. Karen and the rest of us who worked on this project understood the decision to wait on the release.

As years passed, both Richard and I wondered when it might be released. Together we stand proud as this was a piece of work that meant so much to Karen; it was truly a labor of love.

I have not remixed or done anything to the tapes. These mixes, the material and style are the way Karen approved them. The bonus track is unmixed and was one of several that might have been finished.

I miss her terribly - but I know she's watching with a smile.

To Richard:

Thank you for letting me borrow your sister for this album.

- Phil Ramone

Lovelines    5:06   

    (Rod Temperton) Rodsongs, adm. by Almo Music Corp. (ASCAP)

    Arranged by Rod Temperton, Orchestrated by Bob James

    Keyboard solo by Greg Phillinganes

All Because of You    3:31

    (Russell Javors) WB Music Corp./Javors Music Company,

    adm. by WB Music Corp. (ASCAP)

    Arranged by Bob James

If I Had You    3:54

    (Stephen Dorff, Gary Harju, Larry Herbstritt) Careers

    BMG Music Publishing, Inc. (BMI)/BMG Songs, Inc. (ASCAP)

    Arranged by Bob James, Orchestrated by Jerry Hey

    Saxophone solo by Michael Brecher

Making Love In The Afternoon    3:57

    (Peter Cetera) BMG Songs, Inc. (ASCAP)

    Arranged by Peter Cetera

    Vocal duo performed by Karen Carpenter & Peter Cetera

    Saxophone solo by Tommy Cappello

If We Try    3:47

    (Rod Temperton) Recordings, adm. b Almo Music Corp. (ASCAP)

    Arranged by Rod Temperton, Orchestrated by Rob Mounsey

Remember When Lovin' Took All Night    3:50

    (John Farrar, Molly Ann Leiken) John Ferrar Music (BMI)/Chappell & Co.,

    and Hot Cider Music, adm. by Chappell & Co. (ASCAP)

    Arranged and Orchestrated by Bob James

    Keyboard solo by Bob James

Still In Love With You    3:15

    (Russell James) WB Music Corpl/Javors Music Company

    adm. by WB Music Corp. (ASCAP)

    Arranged by Le` Band

    Guitar solo by David Brown

My Body Keeps Changing My Mind    3:46

    (Leslie Pearl) Careers - BMG Music Publishing, Inc. (BMI)

    Arranged by Rod Temperton, Orchestrated by Jerry Hey

Make Believe It's Your First Time    3:12

    (Bob Morrison, Johnny Wilson) Music City Music, Inc. (ASSCAP)

    Arranged and Orchestrated by Bob James

Guess I Just Lost My Head    3:36

    (Rob Mounsey) Flying Monkey Music (ASCAP)

    Arranged and Orchestrated by Rob Mounsey

    Keyboard solo by Rob Mounsey

Still Crazy After All These Years    4:17

    (Paul Simon) Paul Simon Music (BMI)

    Arranged and Orchestrated by Rob Mounsey

    Guitar solo by David Brown

Last One Singin' The Blues    3:24

    (Peter McCann) EMI Blackwood Music, Inc./McCann Music/Hal Music,

    adm. by EMI Blackwood Music, Inc. (BMI)


Produced by Phil Ramone

Vocal acrobatics by Rod Temperton

Engineered by Jim Boyer, Glenn Berger, James Guthrie & Ray Gerhardt

Engineering associates: Bradshaw Leigh, Chaz Clifton, Dave Iveland, Ralph Osborne, Randy Pipes & David Croather

Production Associates: Ed Sulzer, Michele Slagter, Laura Loncteaux & Karen Ichiuji

Recorded at A&M Recording Studios, Los Angeles, CA and Kendun Recorders, Burbank, CA

Remixed by Phil Ramone and Jim Boyer in M.E.S.M.

Originally mastered at Sterling Sound by Ted Jenson

Mastered at A&M Mastering Studios by Dave Collins


Recorded by:

Guitar: David Brown, Russell Javors, Eric Johns-Rasmussen, David Williams

Bass: Doug Stegmeyer, Louis Johnson

Drums: Liberty DeVitto, John Robinson, Steve Gadd

Percussion: Ralph McDonals, Airto Moreira

Keyboards: Bob James, Greg Phillinganes, Rob Mounsey, Richard Tee

Peter Cetera appears courtesy of Columbia Records

Bob James appears courtesy of Tappan Zee Records

Michael Brecker appears courtesy of Arista Records

John Robinson appears courtesy of MCA Records, Inc.


Special thanks to: Roberta Kleine, Nancy Sorkow, David Alley, Billy Jones/Ardel Travel


Art Director: Chuck Beeson

Design: Rebecca Chamlee and Chuck Beeson

Photo Colorist: Amy Nagasawa

Photography: Claude Mougin

Conceptual Stylist: Paul Posnik

Fashion Coordinator: Phyllis Posnik

Hair design: Joe Tubens C.H.D.

Make-up: Henriquez


& 1996 A7M Records, Inc. P.O. Box 118, Hollywood, CA 90078



Last Updated June 4, 2008
May 2004  Richard Carpenter

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