Songfacts®:

• Before Barry Manilow became a big star, he was Bette Midler's music director, arranger, and piano player. He'd just returned from a three-week stint of sold-out concerts with Midler when wrote this upbeat dance tune about reuniting with a lover after his touring kept them apart.
  
  Still keyed-up from the experience, he sat down at his piano and wrote the opening line, "You wouldn't believe where I've been." But it was his co-writer and longtime friend, Marty Panzer, who inspired the title.
  
  In the liner notes of Manilow's 1992 compilation, The Complete Collection And Then Some, Panzer remembered how the singer called him up and confessed he'd stolen the title of a new song from him, explaining that "every time I call you and tell you about some incredible thing that's happened, you say the same thing. EVERY time. So I'd like to use it as the title."
  
  Confused, Panzer replied, "You wrote a song called, 'HOLY S--T!'?"
• This peaked at #12 on the Hot 100 and #1 on the Adult Contemporary chart. While it wasn't Manilow's first hit, it was the first one he wrote himself. His previous single, the chart-topping ballad "Mandy," was a cover of the Scott English song "Brandy."
• This was used in the movies Daddy's Home 2 (2017) and Transsiberian (2008). It was also used on the TV show Ally McBeal in the 2001 episode "Reach Out And Touch."
• Just one year after releasing his largely ignored 1973 solo debut, Manilow issued Barry Manilow II, which peaked at #9 in the US. It sold half a million copies, earning a Gold certification, by July 1975 (reaching a million in 1987).
  
  After the success of his sophomore album, Arista re-released his debut effort, retitled Barry Manilow I. This time, it earned a Gold certification in 1976 and spawned his third hit: "Could It Be Magic."