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Smokey Robinson based this song on the Italian opera Pagliacci, which is about a clown who must make the audience laugh while he weeps behind his makeup because his wife betrayed him. In the last verse, Robinson sings: "Just like Pagliacci did, I try to keep my surface hid."
Stevie Wonder came up with the music for this song with a top Motown producer named Hank Cosby. They recorded an instrumental demo and asked Robinson to complete the song - it was common practice for Motown writers to work on each other's songs at the time. Robinson listened to the song for a few days and decided it sounded like a circus, and came up with the lyrics based on the clown. "I was trying to think of something that would be significant, that would touch people's hearts, but still be dealing with the circus," said Smokey. "So what is that? Pagliacci, of course. The clown who cries. And after he makes everyone else happy with the smile painted on his face, then he goes into his dressing room and cries because he's sad. That was the key."
A variety of instruments, including a bassoon, were used to create the circus sound. The piccolo was played by Jim Horn, who played saxophone or flute on albums by The Rolling Stones, The Beach Boys, U2 and many others.
This was the only #1 hit for Smokey Robinson & The Miracles.
With his group The Miracles, Robinson had a big hit in 1965 with "The Tracks Of My Tears
," and the tears theme led many listeners to believe that this was a sequel. Robinson said he didn't notice any similarity until it was pointed out to him, but noted that the songs both deal with "contradictions of desire."
Released on the album in 1968, it was put out as a single in England in 1970, where it went to #1. This prompted Motown to release it as a single in the US, where it also hit #1.
The lyrics: "Just like Pagliacci did, I try to keep my sadness hid" are also in the 1964 song called "My Smile Is Just A Frown (Turned Upside Down)" written partly by Smokey Robinson, sung by Motown Artist Carolyn Crawford. The song has similar meaning. (thanks, Kenneth - Auckland, New Zealand)
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