Songfacts®:

• In this cut from his 1980 Barry album, Barry Manilow uses his own experience with loss to comfort a heartbroken friend. The tune was written by Richard Kerr - who also composed Manilow's previous hits "Mandy," "Looks Like We Made It," and "Somewhere In The Night" - and "Top Of The World" lyricist John Bettis.
  
  Kerr recalled how the song came together in the liner notes to Manilow's 1992 anthology, The Complete Collection And Then Some:
  
  "I wrote this with John Bettis at my home high up in the Hollywood Hills during a particularly bad brush fire season. John's lyric recalls those times in life's journey when we are confronted with the pain and sadness of love lost. I love his sensitive and positive way of finding a solution."
• Manilow loved the song but struggled to get it right. "Even though I knew how it should be done and what we should all feel when we listened to the record, I just couldn't make it happen," he explained.
  
  "I kept redoing the arrangement and the vocal, but the rendition that is on the Barry album still isn't what I wanted it to be."
  
  He included a previously unreleased live version from a 1980 concert on The Complete Collection because he felt it had more passion than his original recording.
• Peaking at #15, Barry was Manilow's first album to miss the Top 10 in the US, although it did yield a Top 10 single on the Hot 100: "I Made It Through The Rain."