Bill Withers – Watching You Watching Me

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Label:	Columbia – FC 39887
Format:	Vinyl, LP, Album, Pitman Pressing
Country:	US
Released:	1985
Genre:	Funk / Soul
Style:	Soul

Tracklist

A1	Oh Yeah! Arranged By, Keyboards [All] – David Foster Backing Vocals – Denise Decaro, Marty McCall, Myrna Matthews Co-producer – Denny Diante Drums – John Robinson (2) Electric Bass [Intro Fender Bass] – Nathan East Engineer – Hal Sacs, Keith Seppanen, Larry Carlton, Larry Hirsch, Mick Guzauski Guitar – Michael Landau Lyrics By – Bill Withers Music By – Bill Withers, David Foster, Larry Carlton Percussion – Paulinho Da Costa Producer – Bill Withers, Larry Carlton Tom Tom [Simmons Toms], Synthesizer [DX-7] – Bill Withers Arranged By, Keyboards [All] – David Foster Backing Vocals – Denise Decaro, Marty McCall, Myrna Matthews Co-producer – Denny Diante Drums – John Robinson (2) Electric Bass [Intro Fender Bass] – Nathan East Engineer – Hal Sacs, Keith Seppanen, Larry Carlton, Larry Hirsch, Mick Guzauski Guitar – Michael Landau Lyrics By – Bill Withers Music By – Bill Withers, David Foster, Larry Carlton Percussion – Paulinho Da Costa Producer – Bill Withers, Larry Carlton Tom Tom [Simmons Toms], Synthesizer [DX-7] – Bill Withers	4:01
A2	Something That Turns You On Arranged By [Backing Vocals] – Alex Brown, Denise Routt, Phil Perry (2) Backing Vocals – Edie Lehmann, Kate Markowitz, Phil Perry (2) Clavinet, Synthesizer [Horns] – Paul Smith (86) Cymbal, Tom Tom [Simmons Toms] – M.B. Gordy Engineer, Synthesizer [Linn Drum Synthesizer] – Keith Seppanen Producer, Lyrics By, Music By, Bass, Electric Piano [Rhodes], Synthesizer [DX-7] – Bill Withers Strings – Bill Withers, Paul Smith (86) Vocals [Ad Lib] – Phil Perry (2) Arranged By [Backing Vocals] – Alex Brown, Denise Routt, Phil Perry (2) Backing Vocals – Edie Lehmann, Kate Markowitz, Phil Perry (2) Clavinet, Synthesizer [Horns] – Paul Smith (86) Cymbal, Tom Tom [Simmons Toms] – M.B. Gordy Engineer, Synthesizer [Linn Drum Synthesizer] – Keith Seppanen Producer, Lyrics By, Music By, Bass, Electric Piano [Rhodes], Synthesizer [DX-7] – Bill Withers Strings – Bill Withers, Paul Smith (86) Vocals [Ad Lib] – Phil Perry (2)	4:23
A3	Don't Make Me Wait Arranged By, Bass, Clavinet, Piano, Strings, Synthesizer – Don Freeman Bass [Slides] – Robert Popwell Engineer – Ed Cherney, Erik Zobler, Keith Seppanen, Tom Suefort* Guitar – Paul Jackson Jr. Lyrics By – Bill Withers Music By – Bill Withers, Don Freeman Producer – Bill Withers, Denny Diante, Don Freeman Synthesizer [Strings] – Robbie Buchanan	3:59
A4	Heart In Your Life Engineer, Synthesizer [Yamaha RX-11, Drum] – Keith Seppanen Lyrics By, Music By, Bass, Effects, Piano [Acoustic], Strings, Synthesizer – Bill Withers Percussion – Paulinho Da Costa Producer – Bill Withers, Denny Diante Synthesizer [Lead, DX-7] – Greg Phillinganes	4:13
A5	Watching You Watching Me Backing Vocals – Lonnie Groves, Maretha Stewart, Yvonne Lewis Bass, Bells, Brass, Clavinet, Harpsichord, Strings, Synthesizer – Marcus Miller Drums – Buddy Williams Electric Piano [Fender Rhodes] – Richard Tee Engineer – Frank Wolf, Keith Seppanen, Kendall Brown Engineer [Assistant To Kendall Brown] – Eddie Heath* Guitar – Dann Huff Lyrics By, Music By – William Eaton Percussion – Ralph MacDonald Producer – Bill Withers, Denny Diante, Ralph MacDonald Synthesizer [Strings] – Robbie Buchanan Backing Vocals – Lonnie Groves, Maretha Stewart, Yvonne Lewis Bass, Bells, Brass, Clavinet, Harpsichord, Strings, Synthesizer – Marcus Miller Drums – Buddy Williams Electric Piano [Fender Rhodes] – Richard Tee Engineer – Frank Wolf, Keith Seppanen, Kendall Brown Engineer [Assistant To Kendall Brown] – Eddie Heath* Guitar – Dann Huff Lyrics By, Music By – William Eaton Percussion – Ralph MacDonald Producer – Bill Withers, Denny Diante, Ralph MacDonald Synthesizer [Strings] – Robbie Buchanan	5:47
B1	We Could Be Sweet Lovers Backing Vocals – Edie Lehmann, Kate Markowitz, Phil Perry (2) Bells, Steel Drums – Don Freeman Drums – John Robinson (2) Engineer – Keith Seppanen Flute – Bill Withers, Paul Smith (86) Percussion – Paulinho Da Costa Producer, Lyrics By, Music By – Bill Withers Synthesizer [DX-7] – Bill Withers, Don Freeman, Paul Smith (86) Vocals [Ad Lib] – Alex Brown	3:26
B2	You Just Can't Smile It Away Backing Vocals – Edie Lehmann, Kate Markowitz Engineer – Ed Cherney, Keith Seppanen Producer, Lyrics By, Music By – Bill Withers Soloist, Saxophone – Ernie Watts Synthesizer [DX-7] – Paul Smith (86) Synthesizer [Strings] – Robbie Buchanan	4:41
B3	Steppin' Right Along Drums – John Robinson (2) Engineer – Keith Seppanen Guitar – Joe Kelly (4) Hihat, Tom Tom [Simmons Tms], Tambourine – M.B. Gordy Horns [& Pizzicato] – Paul Smith (86) Percussion – Paulinho Da Costa Producer, Lyrics By, Music By, Clavinet – Bill Withers Strings, Vibraphone [Vibes], Voice – Don Freeman Synthesizer [DX-7] – Bill Withers, Don Freeman, Paul Smith (86) Vocals [Hots!] – Denise Routt Drums – John Robinson (2) Engineer – Keith Seppanen Guitar – Joe Kelly (4) Hihat, Tom Tom [Simmons Tms], Tambourine – M.B. Gordy Horns [& Pizzicato] – Paul Smith (86) Percussion – Paulinho Da Costa Producer, Lyrics By, Music By, Clavinet – Bill Withers Strings, Vibraphone [Vibes], Voice – Don Freeman Synthesizer [DX-7] – Bill Withers, Don Freeman, Paul Smith (86) Vocals [Hots!] – Denise Routt	5:43
B4	Whatever Happens Bells, Synthesizer [Strings] – Michel Colombier Engineer – Keith Seppanen Lyrics By – Bill Withers Music By – Bill Withers, Larry Carlton Piano, Synthesizer [DX-7] – Greg Phillinganes Producer – Bill Withers, Denny Diante	3:14
B5	You Try To Find A Love Arranged By, Programmed By [Synthesizer] – Michel Colombier Backing Vocals [French] – Yolie Engineer – Mick Guzauski Guitar – Paul Jackson Jr. Lyrics By – Bill Withers Music By – Michel Colombier Producer – Bill Withers, Denny Diante, Michel Colombier	5:17

Companies, etc.

Manufactured By – Columbia Records
Manufactured By – CBS Inc.
Phonographic Copyright ℗ – CBS Inc.
Copyright © – CBS Inc.
Pressed By – Columbia Records Pressing Plant, Pitman

Credits

Art Direction – Lane/Donald
Mixed By – Mick Guzauski
Mixed By [Assistant] – Richard McKearnan*, Rick Clifford, Sharon Rice (2)
Photography By – Todd Gray

Notes

John Robinson (2) appears courtesy of Warner Bros. Records Inc.
Paulinho DaCosta appears courtesy of Pablo Records
Ralph MacDonald appears courtesy of PolyGram Records, Inc.
Greg Phillinganes appears courtesy of Planet Records (5)
Ernie Watts appears courtesy of Qwest Records

A1 Studios: Room 335, Yamaha R&D Recording Studios, Sunset Sound, Conway Studios
© 1985 Bluenig Music (ASCAP), Foster Frees Music, Inc. (BMI), Pal Dog Music (ASCAP)
A2 Studio: Yamaha R&D Recording Studios
© 1982 Bleunig Music (ASCAP)
A3 Studios: Redwing, Yamaha R&D Recording Studios, Sunset Sound
© 1985 Bluenig Music (ASCAP), Warner-Tamerlane Publishing Corp. (BMI), Haymaker Music (BMI)
A4 Studio: Yamaha R&D Recording Studios
© 1985 Bleunig Music (ASCAP)
A5 Studios: Rosebud, Yamaha R&D Recording Studios, Sunset Sound
© 1981 Antisia Music, Inc. (ASCAP)
B1 Studio: Yamaha R&D Recording Studios
© 1982 Bleunig Music (ASCAP)
B2 Studios: Yamaha R&D Recording Studios, Sunset Sound
© 1985 Bleunig Music (ASCAP)
B3 Studio: Yamaha R&D Recording Studios
© 1982 Bleunig Music (ASCAP)
B4 Studio: Yamaha R&D Recording Studios
© 1985 Bleunig Music (ASCAP), Pal Dog Music (ASCAP)
B5 Studio: The Complex
© 1985 Bleunig Music (ASCAP)

Mixed at The Complex and Conway Studios, Los Angeles, CA
Mastered at Bernie Grundman Mastering, Hollywood, CA
Ⓟ © 1985 CBS, Inc.

Barcode and Other Identifiers

Barcode (Text): 0 7464-39887-1
Barcode (Scan): 074643988711
Rights Society (Tracks A1, A2, A4, A5, B1, B2, B3, B4, B5): ASCAP
Rights Society (Tracks A1, A3): BMI
Matrix / Runout (Side A label): AL 39887
Matrix / Runout (Side B label): BL 39887
Matrix / Runout (Side A runout etched, variant 1): P (AP) PAL-39887-1B
Matrix / Runout (Side B runout etched, variant 1): P AP PAL-39888-1E
Matrix / Runout (Side A runout, variant 2): PAL-39887-1G P (AP)
Matrix / Runout (Side B runout, variant 2): PBL-39887-1E P - AP
Matrix / Runout (Side A runout etched except o stamped, variant 3): o P (AP) ̷P̷A̷L̷-̷3̷9̷9̷8̷7̷-̷1̷B̷ PAL-39887-1B
Matrix / Runout (Side B runout etched except o stamped, variant 3): P-AP o PBL-39887-1F
Matrix / Runout (Side A runout etched except o stamped, variant 4): o P (AP) ̷P̷A̷L̷-̷3̷9̷9̷8̷7̷-̷1̷B̷ PAL-39887-1B
Matrix / Runout (Side B runout etched except o stamped, variant 4): o P (AP) ̷P̷A̷L̷-̷3̷9̷9̷8̷7̷-̷1̷A PAL-39887-1A
Matrix / Runout (Side A runout etched except o 1 C stamped, variant 5): P (AP) o PAL-39887-1G 1 C
Matrix / Runout (Side B runout etched except o 1 B stamped, variant 5): P-AP o PBL-39887-1F 1 B

Other Versions (5 of 19)

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	Title (Format)	Label	Cat#	Country	Year
Recently Edited	Watching You Watching Me (LP, Album)	CBS, CBS, CBS	26200, CBS 26200, FC 39887	Europe	1985
Recently Edited	Watching You Watching Me (CD, Album)	Columbia	CK 39887	US	1985
New Submission	Watching You Watching Me (LP, Album)	CBS/Sony	28AP 3032	Japan	1985
New Submission	Watching You Watching Me (LP, Album)	CBS	26200	Europe	1985
New Submission	Watching You Watching Me (Cassette, Album)	CBS	40-26200	UK	1985

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Reviews

REENO May 22, 2024
Edited one year ago
Just hearing this entire album for the first time lately, and kicking myself for not grabbing a copy sooner.
This was Bill's swan song, and is so strong from beginning to end, we might wonder why he decided to retire completely from the industry shortly after it's release.

Bill was able to make a very natural transition to the 80's with this one.
Contributions from David Foster, Greg Phillingaines, (and past collaborators) Ralph McDonald, Richard Tee, etc..
The mid-80's Production aesthetic meshed very effectively with his style of songwriting and vocal approach here--a pleasure to listen to.

This album seems to be a bit overlooked, but if you like Bill or 80's soul/funk, this one checks all the boxes.
Tisba Feb 11, 2015
Edited 5 years ago
imo this LP is a must have for any balearic lovers

Bill Withers – Watching You Watching Me

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Other Versions (5 of 19)

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