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Accounts of the song's origin vary somewhat, the song's working title during portions of its development was "Groupie Song."

As suggested in the title, the song was the story of a groupie who holds a strong love for a rock musician. After a brief involvement he has moved on to the next town. She is alone, waiting and yearning for a return that will never come. Despite his promises to see her again, the music on the radio is all she has left. Through the chorus she pleads:

Don't you remember! You told me you loved me, baby
You said you'd be coming back this way again, baby
Baby, baby, baby, baby, oh, baby
I love you. I really do ...

Richard Carpenter (from the duo The Carpenters) became aware of the song after hearing it sung by Bette Midler on late night television in the early 70s. "I came home from the studio one night and heard a, then, relatively unknown Bette Midler perform it on the Tonight Show," he remembered. "I could barely wait to arrange and record it. It remains one of my favorites."

The Carpenters' treatment of the song underscored the deep loneliness and sense of loss intended in the lyric, and established the song as a standard for years to come. Karen Carpenter's vocal was praised for its intensity and emotional nature. When asked in a 1972 interview how she could communicate the heart of the song while lacking the personal experience it depicted, Karen replied, "I've seen enough groupies hanging around to sense their loneliness, even though they usually don't show it. I can't really understand them, but I just tried to feel empathy and I guess that's what came across in the song." In truth, Karen struggled with loneliness herself, and the personal implications of the song made it one of the three she found most emotionally difficult to sing, the other two being the previous "Rainy Days and Mondays" and the subsequent "I Need to Be in Love."


Don't you remember you told me you loved me baby

Said you'd be coming back again this way maybe

Baby oh baby

I love you
I really do