The musicians on this session were some interesting folks. Bill Cuomo, who came up with the signature synth sound on Kim Carnes' "Bette Davis Eyes," was on keyboards; George Tobin associate Mike Piccirillo played guitar, and the rhythm section was Ed Greene on drums and Scott Edwards on bass. Edwards and Greene were two of the top West Coast session musicians of the era, and played on many disco hits. When Songfacts spoke with Scott Edwards
, here's what he said about this song and the session:
"George Tobin, he went to Smokey Robinson and he told the Motown Machine that if they let him cover all the expenses for the session, play with the musicians, be totally economically responsible, then he wanted some huge percentage of the profit. And Motown, thinking, 'This cat doesn't know what he's doing,' and 'How can we lose?' they agreed to it. So he went in the studio and cut these tracks on Smokey and one of them was 'Being With You.' In the session, he would give us basic guidelines on what he felt different times. We'd throw things at him and he'd say, 'Yeah, do that.' So he was not a musical person at all, but he had a helper, a co-producer named Mike Piccirillo who was a guitar player. So between the two of them, they would let you know what they wanted.
He came up with the tune and he said, 'Do this, Scott.' So I did it and chordally it worked out. Then later on when I heard it, I said, They knew what they wanted. I didn't, but they did. And it worked out. But they would give you guidelines and then if you had something better, they would leave you alone and let you go with it.
Smokey wrote the song, but as far as the interpretation of it, it was totally George Tobin and Piccirillo. That turned out to be one of Smokey's biggest tunes, and Motown had to fork over part of that big percentage that they just knew was not going to work out."