William “Smokey” Robinson was the man behind many of Motown’s greatest hits– not just the tracks he recorded himself with The Miracles, he also wrote many hits for other Motown acts. But perhaps his greatest achievement was “Tracks Of My Tears“. It was selected by the RIAA & NEA as one of the 365 Greatest Songs of the 20th Century; it’s on the Rock And Roll Hall Of Fame’s list of 500 Songs That Shaped Rock & Roll, and Rolling Stone magazine named it The Greatest Motown Song Of All Time. Join us for this episode as we explore this masterpiece.

“The Tracks Of My Tears” (William “Smokey” Robinson, Warren Moore, Marvin Tarplin) Copyright 1965 Jobete Music Co. Inc. (ASCAP)


Every good song tells a story. The story is often all there in the lyrics; sometimes you have to use a little imagination to fill in the gaps, sometimes the story is mostly in the rhythm or the groove. Sometimes the melody tells you everything you need to know. Either way, a song takes you on a journey. Sometimes inward, sometimes outward. This is the “I’m In Love With That Song” podcast, where we look at how these songs, these stories, are put together and trace the steps along those journeys.

My name is Brad Page. I’m your tour guide on these musical trips. You don’t have to be any kind of musical expert here. Just open your ears and come along for the ride.

“Shop Around”, “You Really Got A Hold On Me”, “Ooh Baby, Baby”, “Going To A Go Go”, “I Second That Emotion, “Tears Of A Clown”. All of these were huge hits from Motown, all written or co-written by Smokey Robinson, and all performed by Smokey Robinson and The Miracles. That’s quite a track record. But if I had to pick just one Smokey Robinson song, my favorite would have to be “Tracks Of My Tears”. Three minutes of pop perfection. On this episode, we’ll be tracing the “Tracks Of My Tears” by Smokey Robinson and the Miracles.

William Robinson Junior was born in Detroit on February 19, 1940. His uncle Claude gave him the nickname Smokey Joe because little William loved cowboy movies and that was his cowboy nickname. By the time he was twelve, he dropped the Joe, but Smokey stuck. He and his friends at Detroit’s Northern High School, Pete Moore, Ron White, Sonny Rogers and his cousin Bobby Rogers, formed a doo wop group, first called The Five Chimes and later The Matadors.

Smokey’s mother had died when he was ten years old and his sister Jerry became his legal guardian. Jerry was a jazz lover and turned Smokey onto singers like Sarah Vaughn, who became a big influence on Smokey.

I can definitely hear the influence in Smokey’s vocal style there. In 1957, Sonny Rogers left the band and he was replaced by Sonny’s sister, Claudette.

With a woman now in the group, they changed their name to The Miracles. Smokey and Claudette would eventually get married. Right around that time, they had an audition for Jackie Wilson’s manager. They didn’t get that gig, but they did meet Barry Gordy at that same audition– a chance meeting that would literally influence the course of music history. Gordy became their manager and producer, and he nurtured Smokey’s songwriting. When Gordy started Motown Records, The Miracles were one of the first artists he signed. In 1960, they released “Shop Around”, which became their first big hit, and Motown’s first million selling record.

A lot more hits would follow, including “Mickey’s Monkey” and “You’ve Really Got A Hold On Me”.

And of course there was “Ooh Baby Baby”.

By then, guitarist named Marvin Tarplin had joined as an unofficial “Miracle”, and became one of Smokey’s key collaborators. Besides The Miracles, Smokey was writing and producing records for other Motown artists, like Mary Wells, Marvin Gaye and The Temptations. By 1965, with the release of the “Going To A Go Go” album, the name of the group was changed to Smokey Robinson and the Miracles. And Claudette stopped performing with the band.  Though she would record with them in the studio, no more live gigs.

“Tracks Of My Tears” was released as a single, and it’s included on the “Going To A Go Go” album. The track was recorded on January 20, 1965. It was written by Smokey Robinson, Warren Moore and Marvin Tarplin. In 2021, Rolling Stone magazine ranked “Tracks Of My Tears” as the greatest Motown song of all time.

Now, as to who actually played on the track, well, that’s tricky, because I have a hard time finding documentation of who exactly plays on a lot of these old Motown tracks. Of course, it’s well known that Motown had its own in-house band, the Funk Brothers. And if you’ve never seen the documentary about the Funk Brothers, “Standing In The Shadows of Motown”, go watch it right now. It is essential viewing. But the Funk Brothers was a conglomeration of many players; multiple drummers, guitarists, horn players, etcetera. And determining which guys played on which record, well, I found it really hard to do. So here are just some of the key players in the Funk Brothers, who probably played on this track.

You had Earl Van Dyke, who was not only a keyboard player, but also the bandleader.  On guitars, there were Robert White, Eddie Willis, Joe Messina. James Jamerson and Bob Babbitt on bass—I’m pretty sure it’s James Jamerson on this track. Drums, Benny Benjamin, Richard “Pistol” Allen and Uriel Jones. And on percussion, you had Eddie “Bongo” Brown and Jack Ashford. Jack turned tambourine playing into an art form. And for the horn section, well, that number of potential players is just too long to list here.

We do know that Smokey’s songwriting partner, guitarist Marv Tarplin, played on the track. And the members of The Miracles who provide backing vocals are Bobby Rogers, Ronnie White, Pete Moore and Claudette Robinson. With Smokey Robinson, of course, on the lead vocal, the song opens with a guitar part played by Marv Tarplin.

As the story goes, Marvin Tarplin was just kind of messing around with the chord changes to “The Banana Boat Song” by Harry Belafonte.

He switched the chords around, changed the rhythm, and the central idea for “Tracks Of My Tears” was born.

That little drum fill is such a classic Motown intro. It’s simple, but it’s so perfect. You can also hear Eddie Brown on bongos and Jack Ashford on that tambourine. The bongos are fairly low in the mix on the final version, but that tambourine jumps out through the whole song. Drum fills like that would be borrowed and used on hundreds of songs to come, because they announce what’s coming. They ease you into the song, but they don’t step on any of the other instruments or vocals. Just perfect. I believe that’s Uriel Jones playing drums on this track. One of the unsung greats.

Let’s listen to just Smokey’s vocal track. It sounds so great acapella.

Remember, this was before AutoTune and before they were punching in every other phrase or word even, to get the perfect take.

That short verse brings us right to the first chorus in classic Motown fashion. They don’t waste any time here. They’re packing as many hooks as they can into three minutes. And for my money, this chorus can’t be beat.

Smokey said that Marv Tarplin would make tape recordings of his guitar parts and give them to Smokey, and he would listen to them over and over to come up with melodies and lyric ideas for this song. The first three lines of the chorus came to him pretty quickly. “Take a good look at my face, you’ll see my smile looks out of place. If you look closer, it’s easy to trace”. You’ve got that nice triple rhyme in there, face, place, and trace. But he was stuck on what comes next. Until one day, Smokey was looking into the mirror shaving, and the thought popped into his head. What if someone had cried so much that it left tracks down their face? And that was all he needed to finish the rest of the song.

And then we have this short little two measure transition that gets us from the chorus into the next verse.

And that gets us to the second verse. And I especially like Smokey’s performance and his phrasing on this verse.

Let’s go back and listen to that vocal track again.

Smokey is not a belter. He’s a smoother, gentler singer. He’s up on the mic so you can really hear his breath. And I think that just adds to the intimacy and the humanness of the part.

Now, about the next line. Pete Townsend of The Who was a big fan of this song and the story I’ve heard– I don’t know how true this is, but what I’ve read is that Townshend was so captured with the way Smokey sings the word “substitute” that that inspired Townsend to write his song “Substitute”, which would become a Who classic.

Let’s listen to the backing track. Under that verse, you can hear some bells or maybe vibes, probably played by Jack Ashford. And notice how the strings swell up under the second half of the verse, all, um, building for that chorus. That little descending part that happens all throughout the song. That is such a crucial part of the song, resolving the end of each line, bringing it back to the start to the root. Now, let’s listen to the vocal track for this chorus and notice how he leaves out the last word of each line. Those key rhyming words, face, place, and trace. Smokey doesn’t sing them this time. He leaves that to the backing vocals.

Now let’s listen to that again as it all comes together in the final mix.

I love how they just stop there. They pause everything for a heartbeat and then another great drum fill takes us into the bridge.

That’s the crescendo of the song right there. A repeating set of four triplets, 123-223-323-423; the whole band is hitting those notes so dramatically. Even the tambourine is in on the action.  And the vocal is hitting those beats too.

Smokey Robinson and The Miracles – “Tracks Of My Tears”

My mother-in-law wasn’t what you’d call a diehard music fan, but she did love Smokey Robinson. She’s gone now. So this one’s for you, Kath.

You can be forgiven for thinking of Motown as your parents’ music. For many people, that’s probably true. The music of Motown was the sound of Young America. It was everywhere when your parents, or maybe your grandparents, were young. It’s part of the soundtrack of their youth. These songs may have been oldies by the time you were discovering your own music, but I believe– I have always believed– that there is no expiration date for a great song.

Thank you for once again joining me on the “I’m In Love With That Song” podcast. The journey continues, and we’ll be back in about two weeks with another new episode. In the meantime, you can find all of our previous excursions on our website, lovethatsongpodcast.com, or just find us in your favorite podcast app.

And if you’re still looking for even more musical adventures, be sure to check out some of the other podcasts here on the Pantheon Podcast Network. If you’d like to support our show, the best thing you can do is to recommend it to a friend, share it with your other music loving friends and help to spread the word.

I’ll see you soon. Thanks for listening to this episode on “Tracks Of My Tears” by Smokey Robinson and the Miracles.


Smokey Robinson and the Miracles

Motown Records

Standing in the Shadows of Motown (Documentary)

Introducing a new segment of the podcast – “Creation & Evolution“, where we explore songs that travelled a long & winding road before they reached their final version. In this episode, we trace the history of a song that started from a phone call with Farrah Fawcett and ended up as Gladys Knight’s biggest hit.

“Midnight Train To Georgia” (Jim Weatherly) Copyright 1971, 1973 Universal-PolyGram International Publishing, Inc


There’s the telltale theme music… it means it must be time for another episode of the “I’m In Love With That Song” podcast on the Pantheon Podcast Network.  My name is Brad Page, and I’m your musical tour guide, your geologist of another sort, as we explore the rock that made history.

This time, I’m introducing a new segment I’m calling “Creation and Evolution”, where we’ll take a look at both the birth and the journey a song takes before it ends up in its final form. Some songs have a rather short path from the writer’s pen to the final release, but some songs take the long way around, and that’s what we’re going to explore here on “Creation and Evolution”.

For example, what do airplanes, Houston Texas, and Farrah Fawcett have to do with “Midnight Train to Georgia” by Gladys Knight and the Pips? Let’s find out.

Jim Weatherly was a songwriter from Mississippi who had written a few songs for Dean Martin and Peggy Lee. No hits, though he hadn’t really made his mark yet. One day in 1970, Weatherly called his friend, a struggling actor named Lee Majors, who would find fame as TV’s “Six Million Dollar Man”.

Majors wasn’t around, but his girlfriend, a struggling actress named Farah Fawcett, picked up the phone. She, of course, would eventually star in “Charlie’s Angels”.

Farah and Weatherly got to talking, and she told him she was just about to head out of LA to visit her family, leaving on a midnight plane to Houston. That phrase, “midnight plane to Houston”, stuck in his head. And as soon as he got off the phone, he sat down and in about 40 minutes, he wrote a whole song.

He based the song loosely on Fawcett and Majors. It was about a girl who went to LA to make it big, but when it doesn’t work out, she goes back home and her boyfriend follows her back. Weatherly recorded the song and included it on his 1972 solo album called Weatherly.

It’s a pretty modern country song, but the publisher had some faith in it and sent it around, hoping to find other artists to cover it. They even offered it to Gladys Knight.

But at this point, she passed on it.

They pitched it to another artist, singer Sissy Houston, Whitney Houston’s mom. She liked the song, but not the title. She said, “my people are from Georgia, and they didn’t take planes to Houston or anywhere else”. They took trains. And this is just a guess, but I think she might have been concerned about some confusion since her name was Houston and the song was about the city of Houston. Either way, Weatherly agreed to change the lyrics to “Midnight Train to Georgia”.

And besides the title change, this version also changes the genders. Now it’s the man who has failed and is going back home, and it’s the woman who follows him.

Sissy Houston released her version in February 1973.

Meanwhile, in 1973, Gladys Knight and the Pips had left Motown Records and signed a deal with Buddha Records, which gave her more freedom to pick her own material. By this time, Gladys had already had a hit with another Jim Weatherly song, “Neither One Of Us (Wants To Be The First To Say Goodbye” in 1972.

And when Gladys heard Sissy Houston’s version of “Midnight Train to Georgia”, she knew she could make it work.  She envisioned it as an Al green style soul number.

Producer Tony Camillo had worked with everyone from Diane Warwick to Grand Funk Railroad. It was his job to record the instrumental tracks for “Midnight Train” for Gladys. But she wasn’t happy with what he came up with. Too polished, too orchestrated. She wanted something more stripped down. So he cut another version– and she rejected that one, too.

So working with engineer Ed Stasium, who would later become a legendary producer in his own right, working with The Ramones, Talking Heads, Motorhead and Living Color, just to name a few, they put together a small band: Jeff Mirinoff on guitar, Bob Babbitt on bass, Andrew Smith on drums, and Tony Camillo himself on piano. They banged out a simple backing track in an hour and sent it to Gladys, and that was exactly what she was looking for. They overdubbed horns and some strings, but for the most part, they kept it straightforward.

Gladys recorded her vocal in almost one take. No warm up, no run through, no punch-ins. She was well rehearsed and she knew what she wanted. She stepped up to the mic and four minutes later it was almost done. Except for some ad libs at the end, which we’ll get to later.

I love how she’s singing pretty softly there– she’s holding back, but then she lets loose a bit for the next part.

And here’s the first chorus.

Now, notice how the backing vocals by William Guest, Edward Patton, and Bubba Knight, along with Gladys herself, aren’t just singing harmonies or repeating lines from the lead vocal, they’re actually adding commentary. They’re in dialogue with the lead vocal. That’s something that Gladys and The Pips brought to the song. None of the other versions do that.

Here’s the second verse, and let’s bring up the vocals again so we can hear more of that interaction between the lead and the backing vocals.

I love this part.

And check out the backing vocals here.

James Jamerson is the bass player most associated with the Motown sound, and he’s a legend. But Bob Babbitt also played on many Motown classics, too, and he’s a phenomenal player as well. Let’s listen to some of Bob Babbitt’s bass work here.

You gotta love those woo-woos.

Now, I mentioned before how Gladys recorded her vocal in one take, and that’s true, right up until this point in the song. They wanted to have Gladys do some ad-libbing during the final choruses, some of those inspired, energetic interjections that can really add some emotional weight to a song.

The problem was that Gladys didn’t feel like she was a natural at that kind of thing, at least not at this point in her career. She didn’t feel comfortable and kind of froze up at the mic.

Merald Knight, who everyone called “Bubba”, was not only one of the pips, he was also Gladys’ brother.  He took a mic into the control room, and with the backing track playing, he fed Gladys some lines into her headphones, and she sang them back as the tape rolled.

Now picture Bubba Knight in that control room looking at Gladys through the glass, singing these lines to her like, “my world, his world, our world”. And she’s singing them back and putting her own spin on them.

Gladys Knight and the Pips – “Midnight Train To Georgia”.

Buddha Records issued “Midnight Train to Georgia” as a single in August 1973, and eventually it worked its way to number one. It won the Grammy for best R&B vocal performance, and it would become Gladys Knight and The Pips calling card for the rest of their career.

Of the original Pips, Edward Patton passed away in February 2005; William Guest died in December of 2015, but Merald Bubba Knight, Gladys’s brother, is still with us, and Gladys herself, as of this recording, is still alive and well.  She released her last album in 2014.

Jim Weatherly passed away in February 2021. He was 77.

Thank you for joining me for this episode. We’ll be back in two weeks with another new episode. Until then, you can binge on all of our past episodes, they’re all on our website, lovethatsongpodcast.com.

You can find us on Facebook to share your thoughts and feelings, just look for the “I’m In Love With That Song” podcast, and you’ll find us. You can also send me email at lovethatsongpodcast@gmail.com.

This show is one of many great podcasts on the Pantheon Podcast Network, so be sure to seek out all those other great shows.

To listen to the song again, complete and uninterrupted, stream it, download it, or buy it and support the music you love. Thanks again for joining me for this “Creation And Evolution” episode on Gladys Knight and the Pips’ “Midnight Train to Georgia”.