As Time Goes By (2001)(2004)

As Time Goes By (2001)(2004)

Carpenters As Time Goes By album cover 2001 2004To date “As Time Goes By” is the last album of previously unreleased music to be released by Carpenters. It is the fourth of such type album to be released after Karen Carpenter’s death. The album is a compilation of tracks recorded between 1967 through 1980 comprised of demos, outtakes, live recordings and recordings from television specials.

The album was released on August 1, 2001 in Japan though due to copyright discrepancies the album was not released in the US or worldwide until April 13, 2004.

“The Rainbow Connection” was released as a single by Universal Music Group Japan as a single, The song was a minor hit reaching #47 in Japan. This popular “Muppets” song was recorded in 1980 during the “Made in America” recording sessions. Somehow, the existence of this song leaked to fans (even before the Internet was around), and for several years they had been writing to Richard requesting its release. Again, this is a “work lead” perfectly performed by Karen. Along with “Leave Yesterday Behind,” Richard completed this song in 1999, by adding extra vocals and orchestration. Written by Paul Williams and Kenneth Ascher, “The Rainbow Connection” made its first appearance in 1979 when Kermit the Frog sang it in “The Muppet Movie.” The song received a 1979 Academy Award nomination for Best Original Song, but lost out to Jennifer Warnes’ “It Goes Like It Goes” from the movie “Norma Rae.”

“Leave Yesterday Behind” is a huge fan favorite. The opening lines of this song are vaguely familiar to that of the 1971 meg-hit “For All We Know.” There’s a good reason for that as Fred Karlin who was a co-writer of “For All We Know” wrote the song. Karlin wrote “Leave Yesterday Behind” in 1978 for the television movie of the same name, which starred John Ritter, Carrie Fisher and Buddy Ebsen and aired on ABC TV on May 14, 1978. Carpenters recorded the song was during the “Christmas Portrait” sessions and was intended to be released on what would have been a 10th Anniversary album in 1979.

“Nowhere Man” is another fan favorite. This demo was recorded in 1967 in Joe Osborne’s garage studio during the time that Karen was singed as a solo artist. Technically this is a Karen Carpenter recording but in reality is a Carpenters recording seeing Richard Carpenter composed the arrangement and produced it as well as played the keyboards. “Nowhere Man” is one of the first Beatles songs that Karen and Richard recorded.

“Dancing In The Street” is from Carpenters’ third television special, “Space Encounters”, videotaped on April 7, 8 and 9 of 1978 and broadcast on May 17. This Motown classic was featured as part of a medley Karen and Richard performed at an imaginary hop. Richard Carpenter hired Paul Riser, the man who arranged the original 1964 Martha & the Vandellas release, to arrange their recording. Carpenters recorded a full-length studio version of the song and had been considered for release as a single in the early months of 1979. but the decision was made to release the studio recording of “Thank You For The Music” instead. Unfortunately neither were released due to Richard’s decision to take a break and go into rehab for his addiction to Quaaludes. Both the full version of “Dancing In The Streets” and the studio recording of “Thank You For The Music” are still sitting in the vaults somewhere.

“Karen/Ella Medley” was featured in the 1980 television special “Music, Music, Music.” This medley joins two of the world’s finest interpreters of song. Ella Fitzgerald’s vibrant energetic voice combined with Karen Carpenter’s angelic deep and dark silky tones creates an irresistible pair of voices that are instantly recognizable and in their different styles are suited well to each other. The medley includes seven tunes (mostly songs that Ella recorded). It begins with “This Masquerade” (written by Leon Russell and was included on the Carpenters’ 1973 album “Now & Then.” The rest of the selections are songs Ella recorded: “My Funny Valentine” (Richard Rodgers, Lorenz Hart), “I’ll Be Seeing You” (Sammy Fain, Irving Kahal), “Someone to Watch over Me” (George and Ira Gershwin), “As Time Goes By” (Herman Hupfeld), “Don’t Get Around Much Anymore” (Duke Ellington, Bob Russell) and “I Let a Song Go out of My Heart” (Duke Ellington, Irving Mills). Karen and Ella’s vocals were recorded at different times and places. Karen recorded her vocals at A&M Recording Studios before the special, while Ella recorded her vocals live at the television studio. Richard Carpenter says Karen’s pre-recorded vocal may have well been live as she got each song in one take. During the taping of the television special Richard and the engineers precisely synced Karen’s voice to Ella’s, and the result as we have all heard is pure magic. This is easily the favorite track on the album.

Album Information

Release Date: Agust 1, 2001 (Japan) April 13, 2004 (Worldwide)
Catalog Number: UICY-1060 (Japan), 069 493 112-2 (US)
Chart Positions: #18 (Japan)
Certifications: Gold (Japan)
Singles: “The Rainbow Connection”
B-Sides: “Leave Yesterday Behind” (b-side of “The Rainbow Connection”), “Hits Medley ’76” (b-side of “The Rainbow Connection” – the CD single had two b-sides)


Click Here to purchase “As Time Goes By” (US)

Click Here to purchase “As Time Goes By” (Japan)


1 Without A Song

Arranged By – Nelson Riddle, Richard CarpenterBass – Chuck BerghoferConductor – Nelson RiddleDrums – Cubby O’BrienEngineer – Dave Iveland*, Roger YoungLead Vocals, Vocals [Acapella Opening] – Karen Carpenter, Richard CarpenterMixed By – Dave Iveland*, Karen Carpenter, Richard CarpenterVocals [Singers] – The O.K. ChoraleWritten-By – Billy Rose, Edward Eliscu, Vincent Youmans

2 Medley: Superstar / Rainy Days And Mondays

Arranged By, Conductor – Richard CarpenterBacking Vocals – Karen Carpenter, Richard CarpenterBass – Joe OsbornDrums – Harvey MasonEngineer – John Hendrickson, John Hendrickson, Ray GerhardtHarmonica – Tommy MorganLead Vocals – Karen CarpenterMixed By – John Hendrickson, Richard CarpenterOboe – Earle Dumler*Written-By [Rainy Days And Mondays] – Paul Williams (2), Roger Nichols (2)Written-By [Superstar] – Bonnie Bramlett, Leon Russell

3 Nowhere Man [Demo]

Arranged By, Conductor – Richard CarpenterBass – Joe OsbornEngineer – Joe Osborn, John Hendrickson, John HendricksonHarmonica – Tommy MorganLead Vocals – Karen CarpenterMixed By – John Hendrickson, Richard CarpenterWritten-By – Lennon-McCartney

4 I Got Rhythm

Arranged By – Bobby Hammack, Nelson Riddle, Richard CarpenterBacking Vocals – Karen Carpenter, Richard CarpenterBass – Bob Messenger, Chuck BerghoferConductor – Nelson RiddleDrums – Cubby O’BrienEngineer – Dave Iveland*, Roger YoungLead Vocals – Karen CarpenterMixed By – Dave Iveland*, Richard CarpenterSoloist, Drums – Karen CarpenterWritten-By – George Gershwin; Ira Gershwin*

5 Dancing In The Street

Arranged By, Conductor – Paul RiserBacking Vocals – Karen Carpenter, Richard CarpenterBass – Joe OsbornDrums – Ron TuttEngineer – John Hendrickson, Ray GerhardtLead Vocals – Karen CarpenterMixed By – John Hendrickson, Richard CarpenterSaxophone [Tenor] – Tom ScottWritten-By – Ivy Hunter*, Marvin Gaye, William Stevenson

6 Dizzy Fingers

Arranged By – Roger Van Epps*Bass – Chuck BerghoferConductor – Nelson RiddleDrums – Cubby O’BrienEngineer – Dave Iveland*, Roger YoungMixed By – Dave Iveland*, Richard CarpenterWritten-By – Zez Confrey

7 You’re Just In Love

Arranged By – Bobby Hammack, Richard CarpenterBass – Chuck BerghoferConductor – Nelson RiddleDrums – Cubby O’BrienElectric Guitar – Tony PelusoEngineer – John Hendrickson, Roger YoungLead Vocals – Karen Carpenter, Richard CarpenterMixed By – John Hendrickson, Richard CarpenterSteel Guitar [Pedal] – Jay Dee ManessVocals [Singers] – The O.K. ChoraleWritten-By – Irving Berlin

8 Karen/Ella Medley

Arranged By – Nelson Riddle, Richard CarpenterArranged By [Sketched By] – George WyleBass – Chuck BerghoferConductor – Nelson RiddleDrums – Cubby O’BrienEngineer – Dave Iveland*, Roger YoungKeyboards – Pete JollyLead Vocals – Ella Fitzgerald, Karen CarpenterMixed By – Dave Iveland*, Karen Carpenter, Richard Carpenter

9 Medley: Close Encounters/Star Wars

Arranged By – Peter Knight (5)Conductor – Richard CarpenterEngineer – John Hendrickson, Ray GerhardtMixed By – John Hendrickson, Richard CarpenterPiano – Richard CarpenterWritten-By – John Williams (4)

10 Leave Yesterday Behind [Outtake]

Arranged By, Conductor – Richard CarpenterBacking Vocals – Richard CarpenterBass – Joe OsbornDrums – Ron TuttEngineer – John Hendrickson, Ray GerhardtHarmonica – Tommy MorganLead Vocals – Karen CarpenterMixed By – John Hendrickson, Richard CarpenterWritten-By – Fred Karlin

11 Carpenters/Como Medley

Arranged By [Sketched By] – Ray Charles, Richard CarpenterArranged By, Conductor – Richard CarpenterBacking Vocals – Karen Carpenter, Richard CarpenterBass – Joe OsbornClarinet – Doug StrawnDrums – Cubby O’BrienEngineer – John Hendrickson, Ray GerhardtGuitar – Tony PelusoLead Vocals – Karen Carpenter, Perry Como, Richard CarpenterMixed By – John Hendrickson, Richard CarpenterProgrammed By [Synthesizer] – Tom RanierWritten-By [’til The End Of Time] – Buddy Kaye, Ted MossmanWritten-By [And I Love You So] – Don McLeanWritten-By [Catch A Falling Star] – Lee Pockriss, Paul VanceWritten-By [Don’t Let The Stars Get In Your Eyes] – Slim WilletWritten-By [It’s Impossible] – Armando Manzanero, Sid WayneWritten-By [Magic Moments, Close To You] – Bacharach And DavidWritten-By [No Other Love] – Rodgers & HammersteinWritten-By [Sing] – Joe RaposoWritten-By [We’ve Only Just Begun] – Paul Williams (2), Roger Nichols (2)Written-By [Yesterday Once More] – John Bettis, Richard Carpenter

12 California Dreamin’ [Demo]

Arranged By, Conductor – Richard CarpenterBass – Joe OsbornDrums – Harvey MasonEngineer – Joe Osborn, John HendricksonGuitar – Tim MayLead Vocals – Karen CarpenterMixed By – John Hendrickson, Richard CarpenterSaxophone [Baritone] – Jack NimitzWritten-By – John Phillips, Michelle Phillips

13 The Rainbow Connection [Outtake]

Arranged By, Conductor – Richard CarpenterBanjo, Mandolin – Tim MayBass – Joe OsbornDrums – Ron TuttEngineer – John Hendrickson, Roger YoungFlugelhorn – Buddy ChildersFlute, Recorder – Sheridon StokesLead Vocals – Karen CarpenterMixed By – John Hendrickson, Richard CarpenterVocals [Singers] – The O.K. ChoraleWritten-By – Ken Ascher, Paul Williams (2)

14 Hits Medley ’76

Arranged By, Conductor – Richard CarpenterBacking Vocals – Karen Carpenter, Richard CarpenterBass – Joe OsbornDrums – Harvey MasonEngineer – John Hendrickson, Ray GerhardtEnglish Horn – Earle Dumler*Flugelhorn – Buddy ChildersFlute – Sheridon StokesGuitar – Tony PelusoLead Vocals – Karen CarpenterMixed By – John Hendrickson, Richard CarpenterWritten-By [Close To You] – Bacharach And DavidWritten-By [For All We Know] – Arthur James, Fred Karlin, Robb WilsonWritten-By [I Won’t Last A Day Without You] – Paul Williams (2), Roger Nichols (2)Written-By [Levon] – Elton John & Bernie TaupinWritten-By [Only Yesterday] – John Bettis, Richard CarpenterWritten-By [Sing] – Joe RaposoWritten-By [Ticket To Ride] – Lennon-McCartney

Hidden Track
15 And When He Smiles

Arranged By – Richard CarpenterBass – Dan Woodhams*Clarinet – Doug StrawnEngineer – Hugh BarkerFlute [Electric] – Bob MessengerLead Vocals, Drums – Karen CarpenterProgrammed By [Synthesizer] – Tom RanierWritten-By – Al Anderson (2)


Companies, etc.

  • Phonographic Copyright (p) – A&M Records
  • Copyright (c) – A&M Records
  • Recorded At – A&M Studios
  • Mixed At – A&M Studios
  • Recorded At – Capitol Studios
  • Mixed At – Capitol Studios


  • Design – Bill Merryfield
  • Keyboards – Richard Carpenter
  • Photography By [Cover] – Annie Leibovitz
  • Producer, Liner Notes – Richard Carpenter

Album Notes:

“The tracks in this collection span the years 1967-1980 and are culled from a variety of media: demos, outtakes, live performances, and television specials. The recordings encompass most of the Carpenters’ recording career and are an eclectic mix, ranging from Dizzy Fingers to My Funny Valentine to Dancing in the Street. I feel my track-by-track notes will be more illuminating to the listener if they are prefaced with a capsule history of the Carpenters. 

In 1966, Karen and I had occasion to meet pre-eminent west coast studio bassist, Joe Osborn. Osborn had recently had his garage transformed into a recording studio and outfitted it with state-of-the-art recording gear, including a Scully 4-track recording console, Neumann U87 microphones and Altec 604 studio monitors. He and a partner were also the founders of a fledgling record label, Magic Lamp. Already on the roster were Johnny Burnette and Vince Edwards, amongst others, but Osborn was still looking for new acts to sign. As Joe routinely worked in the studios until midnight, Karen and I did not meet him until the wee small hours of an April morning. It was of little concern to us. Karen sang, I provided the accompaniment and on May 9, 1966 Karen signed with Magic Lamp as an artist, with me signing two days later to the publishing arm. Lightup Music. (Actually – neither one of us signed; our parents did, as we were minors, Karen 16 and I, 19.) Karen and I cut a number of sides in Joe’s studio, but due to the lack of promotion and distribution, only one single by each of the label’s artists was “released” before the venture folded in late 1967.

Joe never lost faith in us, however, and in the early morning hours or on weekends, he would get behind the console and let us record; even playing bass on a number of tracks. By mid-1968, the “Carpenters sound” had been created, with all of us learning on the job. A demo tape ultimately found its way to Herb Alpert’s desk in early 1969, and on April 22 of that year Herb’s partner, Jerry Moss, signed Karen and me to A&M Records”.

Richard Carpenter, 2000

Song Liner Notes:

  1. Without a Song” was featured as the opening performance for the Carpenters’ television special, Music, Music, Music, that aired on ABC in the US in 1980.
  2. The medley consisting of “Superstar” and “Rainy Days and Mondays“, was originally featured on The Carpenters’ Very First Television Special, which aired on ABC in the US in 1976.
  3. Nowhere Man” was a demo recorded by Richard and Karen Carpenter in the home recording studio of bassist Joe Osborne.
  4. I Got Rhythm Medley” was originally featured during the Carpenters’ television special, Music, Music, Music.
  5. Dancing in the Street” was featured on the Carpenters’ third television special, Space Encounters that aired on ABC in the US in 1978.
  6. Dizzy Fingers” was originally featured on the television special, Music, Music, Music. The sequence featured Richard on a variety of pianos, dashing from one to the other in order to enliven the segment.
  7. You’re Just in Love” was originally featured as a duet between Karen and John Davidson on the Carpenters’ television special, Music, Music, Music in 1980. However, Richard and Karen later invested their own money into re-recording several of the songs featured on Music, Music, Music for their own private collections. LPs were pressed for both Richard and Karen, and the album itself has never been released to the public.
  8. Karen/Ella Medley
  9. Space Medley“, comprising the themes from the motion pictures Close Encounters of the Third Kind and Star Wars, was originally featured on the Carpenters’ television special, Space Encounters.
  10. Leave Yesterday Behind” was originally recorded for (but never used) for the motion picture of the same name in 1978.
  11. Carpenters/Como Medley” was originally featured on Perry Como’s television special in 1974. Due to copyright issues, Richard re-recorded some of Perry’s leads for inclusion on this set.
  12. California Dreamin’” is another demo that Karen and Richard recorded at Joe Osborne’s home studio.
  13. The Rainbow Connection” was first introduced by Kermit the Frog in The Muppet Movie. Karen and Richard recorded their version while on hiatus after the release of Christmas Portrait.
  14. Hits Medley ’76” was originally performed at many of the Carpenters’ concert appearances. The version included on this set was taken from The Carpenters’ Very First Television Special.
  15. And When He Smiles” was originally recorded and released by The Wildweeds. Karen and Richard included it in their set for their BBC concert appearance that originally aired in 1971.


Carpenters As Time Goes By album cover 2001 2004


Carpenters As Time Goes By back cover Japan 2001









Carpenters As Time Goes By back cover 2001 2004

Carpenters As Time Goes By Japanese Dsic 2001









Carpenters As Time Goes By disc label Japan 2001

Carpenters As Time Goes By The Rainbow Connection single 2001











Carpenters As Time Goes By Promotional advertisement Billboard Magazine 2001 2004











“As Time Goes By” (2001)(2004)


Discography Links:
Offering (1969) Click Here
Close To You (1970) Click Here
Ticket To Ride (1971) Click Here
Carpenters (1971) Click Here
A Song For You (1972) Click Here
Now & Then (1973) Click Here
Horizon (1975) Click Here
A Kind Of Hush (1976) Click Here
Passage (1977) Click Here
Christmas Portrait (1978) Click Here
Karen Carpenter (Solo)(1980 – Released 1996) Click Here
Made In America (1981) Click Here
Voice Of The Heart (1983) Click Here
An Old Fashioned Christmas (1984) Click Here
Lovelines (1989) Click Here
As Time Goes By (2001) Click Here




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