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Tamla T 54111 (A), February 1965
b/w I’ve Been Good To You
(Written by Smokey Robinson)
Tamla Motown TMG 508 (A), April 1965
b/w I’ve Been Good To You
(Released in the UK under license through EMI / Tamla Motown)
Mary Wells was long gone from Motown, but her shadow still loomed large over every female solo artist remaining on the label. Although Brenda Holloway, the stalwart star of Motown’s Los Angeles operation, wasn’t cast as Mary’s direct replacement, it was nonetheless Brenda’s bad fortune to be saddled with a job lot of Miss Wells’ discarded material, a whole heap of offcuts to be altered and hemmed and stitched to fit their new owner in the hope of reviving her flagging pop career. This cover of a legendary unreleased Mary Wells 45 is the first of many.
Brenda had hit the heights barely twelve months earlier, scoring a Top Twenty pop hit with the lovely ballad Every Little Bit Hurts, but she’d had just one single since then, and by now, a year later, she’d lost direction; if an indication were needed as to just how rudderless Brenda’s career had become, how little idea Motown had what to do with her (a recurring theme with the company’s solo female talent here in 1965), you need only realise this is the first Motown single – 548 reviews in – where both sides were covers of material previously released by other Motown acts.
That’s not to say that Motown had given up on her, or that the label wouldn’t be promoting Brenda properly (though that would eventually be true, it wasn’t quite the case yet – check out the lavish picture sleeve!); but from a starting position of such startling promise, to see Brenda reduced to working her way through a series of remakes of other people’s hand-me-downs is a little dispiriting.
Mary Wells’ original version of When I’m Gone, intended as the follow-up to the world-conquering success of My Guy, had never seen the light of day. Instead, Mary had walked out on the company in a storm of acrimony while her big breakthrough hit was topping the charts, meaning this song – a breakup tale of a soured, broken relationship, a tale which opens with the lines What are you gonna do when I’m gone? – could no longer be used. But it was a shame to let such a good song go to waste, and when Brenda Holloway needed a hit, Motown presumably reckoned they might be able to reclaim some of the money they’d already sunk into this by respraying it as a Brenda Holloway original.
And there, for me – and for Brenda, really – lies the problem. Not for the first time here on Motown Junkies, I’m left wondering what might have happened if I’d heard a cover before I’d heard the original. It was Mary’s version I heard first – Mary’s taut, twangy, clipped kiss-off of an original, the sparse arrangement making full use of her smoky, sultry contralto and breathy diction, especially in the ending, where she seductively blurs the line between “sing” and “whisper” in perfect, inimitable fashion. Someone in the comments thread for that record namechecked Mae West, and they’re not wrong.
As a result, Mary’s version sets the standard, and – unlike fans at the time – I can’t help but listen to Brenda’s rendition as a cover. I can only hear Brenda through the prism of Mary, and the comparison isn’t flattering to Miss Holloway.
Judging by her comments in the liner notes to The Complete Motown Singles: Volume 5, Brenda was (and quite possibly still remains) under the impression that Smokey Robinson took on this project gratefully because he was short of work in the wake of Mary’s departure. Smokey quite obviously wasn’t short of work – the man had just had a huge hit with the Temptations’ My Girl, and was gearing up for his best year to date with his own group the Miracles – and while technically, yes, it’s a “new” Smokey production of a “new” Smokey song, those quote marks make it clear it’s not exactly the same as Brenda being invited into the inner circle.
Robinson didn’t commission a full re-record for this cover of When I’m Gone, instead opting to spruce up the original Mary Wells track with a lush string arrangement. Indeed, some have argued that Mary’s version of When I’m Gone was unfinished, that what we heard was a glorified demo or early mix, and that Brenda’s version represents Smokey’s real vision for the finished song. Maybe, maybe not; all I know is that, whether by accident or design, the stripped-back instrumentation really works on Mary’s version, giving her some breathing space to knock the listener between the eyes. Here, everything feels overdone, the orchestral overdubs prettying up a song that didn’t need to be prettier, adding an unnecessary flourish to what was an excellently minimal, direct record.
Does Brenda take her cues from the added bombast? She’s probably a “better” singer than Mary Wells, and when she’s doing ballad material she’s absolutely remarkable, but here she gets it wrong. Partly, that’s because (like Kim Weston) she’s just got a different voice to Mary Wells, and hearing one of the great Motown singers – and Brenda Holloway is one of the great Motown singers, let’s make that clear right now – shoehorned into a vocal part that wasn’t written for her and that’s out of her natural range is a faintly jarring experience. But part of it is the way Brenda goes about taking on the song in the first place.
It’s on a par with Marvin Gaye’s “interpretations” of MOR crooner standards, which fail in a very similar way: she’s got a good voice, but it’s as though she’s not understood what she’s singing. The note of triumph in the original, a glint of a sneer in Mary’s voice that underpins the entire song (which is, after all, about how badly her soon-to-be-ex-boyfriend – you, the listener – has messed up pushing her out), is here magnified to four or five times its original size, Brenda blasting out melismatic notes at the very top of her range –
Will you tell them how you made me… So… SAAAA-A-A-ah-A-y-AD?
– giving it the full Whitney Houston just eight lines into the song, sacrificing emotional interpretation for showing off vocal power and technique. I’ve no problem with vocal power and technique, but if you have those tools at your disposal, you’ve got to use them judiciously, not just whip them out whenever you want. At times, this flirts with Liz Lands territory: forget what the song needs, let’s just show what I can do.
Of course, it’s entirely understandable that Brenda – and Motown, I guess – would want the opportunity to showcase her remarkable voice, to demonstrate what a good singer she was. The hits had dried up, and if her pop career was going to be revived, there wouldn’t be too many more bites at the cherry, so this one had to count. Picture sleeve, UK release, “new” Smokey song.
But nothing’s that simple. Hitherto an exclusively Los Angeles-based artiste, Brenda was flown to Hitsville in January 1965 to record her vocals for the repurposed track, and she must have been excited by the prospect of working with the company’s big guns. Arriving in Michigan in the middle of a midwinter blizzard, she was soon disabused of those notions. Greeted coldly (quite literally, one story ending with her being physically thrown into a bank of snow outside the studio as some kind of hazing prank), it quickly became apparent she wasn’t going to be treated as the label’s next superstar-in-waiting; the tatty old photography studio on West Grand was now a business office, dedicated to churning out new product 24/7, and Brenda’s cherished new start was just another job.
She seems to have been exactly as grateful as the label wanted her to be, but it’s a missed opportunity, the subtle emotional power of the original replaced by entirely unsubtle vocal power and needless orchestral adornment. It’s still a good song, of course, and it wasn’t a flop; inded, commercially, she was still able to benefit from the bouncy original backing track and the fact that this was a “new” song to contemporary listeners, and the record made the Top 30, not a huge hit but a respectable one. Mission accomplished, sort of, but the record’s soul has gone during the process.
Plenty of respected judges, including commenters on this very site, have said they prefer Brenda’s version to Mary’s; I can’t help but wonder how I’d feel if I’d heard the two versions the “right” way round too, because – for me – this one just isn’t a patch on that one.
MOTOWN JUNKIES VERDICT
(I’ve had MY say, now it’s your turn. Agree? Disagree? Leave a comment, or click the thumbs at the bottom there. Dissent is encouraged!)
COVERWATCH
Motown Junkies has reviewed other Motown versions of this song:
- Mary Wells (July 1964)
You’re reading Motown Junkies, an attempt to review every Motown A- and B-side ever released. Click on the “previous” and “next” buttons below to go back and forth through the catalogue, or visit the Master Index for a full list of reviews so far.
(Or maybe you’re only interested in Brenda Holloway? Click for more.)
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| The Supremes “I’m In Love Again” |
Brenda Holloway “I’ve Been Good To You” |
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I’ve had this debate many times with friends. Another gem from 1965. I love both versions. It’s one of Smokey’s best songwriting efforts. Brenda’s is a much better production as Mary’s has a demo quality to it. However, I prefer Mary’s vocal styling and interpretation of lyrics on the track more than Brenda’s, .but Brenda still SELLS THE SONG! Because Brenda’s was out when I was a kid and it was very popular on urban radio. I have good personal memories associated with it. I didn’t hear Mary’s until years later when Motown released it on CD.
Rating for Brenda’s version – 10/10, Mary’s – 9/10
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You THIEF! You stole my comments 100%! There is NOTHING different I would have said. You said EVERYTHING I was going to say EXACTLY as I’d have stated it! Mary’s vocal is slightly more the style I like. But Brenda did a great job on the emotion, selling the song. The backgrounds are the A-1 production elements on Brenda’s, while Mary’s are the throw-away album cut/demo variety. I’d give Brenda’s a 10/10, and Mary’s an 8/10 (9/10 on a good day). Production value in a song is important to me. I LOVE to listen to “California Soul” by The Messengers despite absolutely HATING the vocal, just because the background tracks are so fantastic, unlike those in the Edwin Starr and Blinky version (or was that Marvin & Tammy version?). A perfect song by Smokey, and a perfect arrangement (who did the arranging?-Johnny Allen? Joe Hunter (he was still around Motown in mid 1964, when the essential tracks (for Mary) were laid down, and when the arrangement was written. The same one may have been used for Brenda’s.
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We must be drinking the same water, Robb! 😉
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Wow. So far, this is the rating that least aligns with how I feel about the song. Fascinating. I totally agree Brenda gets a 10/10. For me, Mary’s version seriously pales in comparison… even a 6/10 would be too generous for my ears.
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I remember Grace Bumbry’s Carmen – unlike most interpreters of the role, who cast the tenor brutally aside when the flame dies, she looks on with compassion – she won’t sacrificing her freedom for this tormented psychopath, but she knows what’s in store for him. For me that’s like the difference between Mary and Brenda: Brenda actually is concerned for the guy she’s showing the door to, whereas Mary is gleefully ushering him out. In most cases I’d agree about premature emotional intensity (it’s what destroys Les Miserables, in my view), but in this case I find Brenda’s explosive ‘sad’ at the beginning quite moving – and it explains why, despite her concern for her soon-to-be-ex’s miserable future, she’s envisioning his departure as necessary. I find it fully the equal of Mary’s version, and would award a 9 to both, if not a 10. It’s certainly a classy song, with Smokey at the very top of his game. I think the lines: ‘They just don’t know you / and what they see isn’t what we got’ absolutely brilliant in this context. The lightness of touch which distinguishes ‘My Guy’ is very much in evidence – I think you may have mentioned Cole Porter in respect to Smokey, Steve, and this song certainly has a cole-porterish touch.
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Fascinating stuff. I’ve never really read it as her being concerned for him before – again, perhaps because I heard Mary’s version first, which is more like I’ve had enough, I’m out of here, I’d not picked up on the sympathy in Brenda’s rendition. This is why I love doing this project.
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For almost 50 years, Brenda’s was the first and only version of this song for me, and I loved and continue to love it. When I (finally) learned that it was originally intended as Mary Wells’ follow-up to “My Guy,” I could definitely see why. When I heard it, I couldn’t deny that her teasing, slightly snarky vocals were perhaps a more appropriate approach for this particular song. Yet I still prefer Brenda’s version; it could be that I’m just used to hearing her do it, but I also prefer Smokey’s production on this one–it’s a bit over the top, to be sure, but this woman’s in pain, after all, so why not let her sing her full-bore behind a full orchestration? Ultimately, though, the world is big enough for two (and probably more) versions of this.
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There are two more Motown versions, though neither of them is a single and so we won’t be meeting them here on Motown Junkies. Interestingly, they each take their cues from a different original; Barbara McNair did a cover in 1969 (which isn’t on Youtube), which despite being arranged like a show tune is closer in spirit to Mary’s than Brenda’s, while Bonnie Pointer did one in 1978, which is effectively a straight copy of Brenda’s rendition:
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Agree about Bonnie’s version. No originality what so ever.
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Strangely enough, I heard Mary’s version before Brenda’s: I bought “Looking Back: 1961-1964” at PREX here in NJ back in 2006 and fell in love with the song when it came on the CD player. It wasn’t until a few years later I finally heard Brenda’s version on a Motown “Lost 45” collection, and I always assumed it was just a cover (I wasn’t as versed in the history of Motown back then).
Both versions are superb, but I have to give the slight edge to Mary…even if the backing track and vocals are a bit more raw. But I think that rawness gives the Mary Wells version an edge…an electricity almost.
The backstory of the song itself, Mary’s departure, and the mishandling of Brenda and others add more to both songs. Thanks again Nixon for another superb review!
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This is sort of a companion comment to that of our host. I heard Brenda’s version first. I didn’t connect with it, but I didn’t have any clear sense of what was missing for me. Later I heard Mary’s version and my immediate impression was “Oh, THAT’S what was missing.” I never tried to analyze further than that. For me, Mary’s is the one I want to hear and that’s that. So I feel about the same as our host even though in my case I heard Brenda’s first.
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“Operator” existed by Wells, but I had no 45 of “Two Lovers” in 1965 yet, and certainly didn’t know “When I’m Gone” and “I’ll Be Available” had also been run by her before they got to Holloway.
I have to abstain from this ‘contest’ because with 47 years familiarity with Brenda’s versions, how can I be objective? I’m glad they all exist and both singers are very able. (It’s not any easier when judging Wells’ rounds with “Whisper You Love Me Boy,” “He Holds His Own” and “Honey Boy” compared with the much-more played versions by The Supremes.)
Smokey certainly knows how to bring out plenty of sexiness in Brenda in their three released productions and it’s gonna serve him well when he gets back to Wanda in November. “When I’m Gone” is a very durable strong, one of the best that’s-it-I’m-outta-here in the Motown songbook. I never tire of it.
This time, I’m just gonna say they’re all good 🙂
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For me, Mary had the better vocal on “Operator”, but the cut was not given the “A” side treatment, while Brenda’s was, thereby making Brenda’s the better cut. Again, for me, Mary did the best job on “Honey Boy” and “He Holds His Own”. While I like Chris Clark’s version of “Whisper You love Me Boy” better than Mary’s (mainly due to the “A” treatment given to production values, Mary’s 2nd, and The Supremes’ version 3rd.
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Another tough decision. Mary’s uptempo vs. Brenda’s ballad. I love both. 9/10 for both. I know I’m copping out but..
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IMO the sweetnimg helped this song. I like the the happy mellow pop appeal Brenda gave the song. Also shout out to the Andantes they are killing the background vocals. Brenda’s version makes me smile and snap.my.fingers. Whereas Mary’s version makes me agree and say “yeah he’s gonna miss me” lol. Same song diffrent attitudes. I prefer Brenda’s. This should have gotten an 8/10.
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D. your comments about Brenda’s version about smiling & snapping your fingers is spot on. Have a nice Thanksgiving!
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Thanks Grandpa Landini I hope you have a happy thanksgiving as well…don’t eat too many desserts = )
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Heard Mary’s version first on her ‘Ultimate Collection’ comp. Even though I generally prefer Brenda as a vocalist (like her version of ‘Operator’ better), Mary’s version is the one for me, It’s all about tone, and Mary’s vocal smoke matches the jazz sensibility of the tune better to my ears. 7/10
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I like Mary’s version better..but oddly enough I really don’t care for any of Mary’s post Motown material.
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I pick brenda….
Productions better….voice is better
and the girls sound great on the background vocals
Probably in my top 5 list of favorite brenda songs
and with mary’s version it seems like something is missing like it’s not complete…..
and did I mention how good the production to this song is the band did a great job!
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Agree!
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Although I heard Brenda’s version first, I agree with the above review. The song is more suitable for Mary’s style of singing, demanding a lightness of touch, whereas Brenda’s classy vocals are too dramatic for the material and are therefore ultimately wasted.
Mary – 8/10 : Brenda – 7/10
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Dave Godin’s review seems to have been somewhere in my subconscious when I wrote this.
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“A real Dr. Jeykel ah! Mr. Hyde”…Love this!!
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I heard Brenda Holloway singing this song back in the eighties on a radio show that played “dusties” or pre-70’s music. The show played from midnight to 5a.m. or so. I was partly asleep but something in this record gently awakened me. I use the word “gently” becuase it was Brenda’s “gentle” vocals that got to me first. I wondered “who is THIS?” I knew it had to be Motown because-well, even if you don’t know every Motown song, you know when it IS a Motown song, so I was jumped out of bed and glued my ear to the speaker!
I was catching the song on the second stanza and was already hooked. Brenda’s vocals were so sultry, so seductive (even to a 14 year old!) and the production matched that hazy, dream-like state I was in. In fact, it wasn’t until the song was over that I realized I wasn’t dreaming this.
What made my heart start racing over this song as if I was going into cardiac arrest was precisely its bombastic assault. The song was this nice, little, finger-snapping jazz/swing tune and then after Brenda sings the line “A real Dr. Jeckyl and Mr. Hyde”, all of a sudden those strings kick in and do that swooping, sky-high, 5-note lead in toward the middle break. The crashing strings, dramatic piano phrases, and the Andantes’ “ooohs” jolted me fully awake now. It sounded as if everything was set to explode and then Brenda came in with that “Ohhhh Yeahhhh.”
I’m sweating now.
The drums thunder and it all goes back down a bit with Brenda delivering a supreme rant with a low-flame boil. That impressed me. How this lady could rage one minute and then bring it to a simmer one second later. Before I could catch my breath, the song lead back to that 5-note string up-turn and then after such an emotional build-up….
Nothing. Or as close to nothing as this song got- just stripped down to bass, drums, fantastic, classy tinkling piano, and the Andantes. And best of all, Brenda tossing off this jerk with such confidence she didn’t even have to break a sweat- just a near whisper puctuated with those guitar strums.
I had to hunt that record down and when I got it, I played it forever and a day. To this day I still can’t get enough of it. Years later, I heard Mary’s original. I loved that stripped-down version just as much. And when Mary sang the last refrain into the fade out- all I can say is, Mary earned her Mae West badge for MOST seductive vocal performance…EVER.
In fact those last few seconds should be illegal.
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I love this version also…but i LOVE Randy Crawford…
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Only thing missing is The Andantes. 🙂
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Brenda’s forthright statement that to lose her would be to really lose something does it for me, on top of a much better production that expression of self confidence makes it the better side. Love the feel of it being sharp just what it needs for my money.
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First of all, I’ve been reading the comments posted on this blog. I had no idea that Mary Wells did the original version of this tune, and Brenda’s version was a copy. As it stands right now, Brenda’s interpretation of this tune, to me, is fantastic. As soon as I finish my comments, I WILL listen to Mary Wells’ version. At this point, i don’t see Mary’s version beating Brenda’s, vocally or production wise. Assuming the Andantes were the backing vocalists, they were incredible. I’ll try to keep an open mind when I listen to Mary’s version, but it will be hard, as I totally LOVE Brenda’s version.
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I love Mary’s phrasing on this but overall, love them both the same!
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Only six out of ten? Of all the ratings I’ve come across on this website, this is the one I disagree with most strongly.
If I had to list my five favorite Motown songs of all time, Brenda Holloway’s “When I’m Gone” would be one of them. I’ve heard it sung by Mary Wells, and she does a fine job, but Holloway’s version takes the song to a higher level. The production is stronger, the sound is fuller, the arrangement has more drive, and Holloway’s vocals are flat-out sensational.
This is another one that gets 10 out of 10 from me.
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I have to agree here. Nixon’s take on this one is absolutely impossible for me to fathom. Although, unlike you, Patrick, I put several others of his assessments in that same category.
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Interesting that in the early 70s, Rolling Stone Magazine was reviewing a Smokey Robinson/Miracles album & were talking about the song “I Don’t Blame You At All”. The reviewer compared the song to “When I’m Gone”. Thought that was pretty cool!
I just listened to the Randy Crawford version. Nice update of the song. I am a big Randy Crawford fan!! On that same album she also remakes “Letter Full of Tears” (Gladys Knight & Pips) & a rare Stevie Wonder song called “We Had a Love So Strong”
Cheers!
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I see MANY votes (for and against) Brenda’s “version” but what I want to know is “WHICH VERSION”? I’ve been following Holloways version on ebay and see TWO differently matrixed versions for sale. WHICH was 1st? WHICH is harder to find? And of course there are 2 other questions— What are the differences between the two AND which “version” are each of you well informed individuals commenting on when you give your opinion on whether Holloway’s or Wells’ version is BEST?
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The second version has a slightly crisper mix, but if there is any other difference, I can’t here it.
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I meant “hear it”.
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“The top side is rather reminiscent of My Guy, and is a little too light for my taste, and I think too that Miss Holloway’s vocalising needs meatier material. This is well exemplified by the flip… 2/5”
[Dave Godin, Hitsville USA4, 1965]
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