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The album was a radical departure from Manilow’s previous work of highly polished pop. Manilow wrote in the liner notes that the record’s concept came to him in a dream. Johnny Mercer ‘s widow, Ginger, entrusted Manilow with a cache of Mercer’s lyrics that had never been set to music. Although Manilow used only Mercer’s “When October Goes” for the project, he created an album of all original songs with a torchy, smokey jazz style. He recruited veteran jazz musicians Bill Mays, Gerry Mulligan, Shelly Manne, Mundell Lowe, and George Duvivier. Also enlisted for vocal duets were Mel Torme and Sarah Vaughan. The entire album was rehearsed for three days, then recorded entirely live (in one take) without overdubs at Westlake Studio ‘C’ in Los Angeles, California and released in 1984.The album went platinum for Manilow, and peaked at #28 on the Billboard 200.
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