Songfacts®:

• Based on a poem by veteran songwriter Johnny Mercer, "When October Goes" finds Barry Manilow reliving the pain of a lost love at the turn of the season.
  
  Mercer, who died of an inoperable brain tumor in 1976, was a big fan of Manilow's song "Mandy" because his daughter had the same name. In 1983, Manilow was contacted by Mercer's widow, who discovered a stack of her late husband's lyrics that had never been put to music.
  
  "She wanted me to take a crack at them," Manilow recalled in the liner notes to his Complete Collection And Then Some anthology. "I was flattered and very excited. These lyrics are priceless to me and remain in the same manila envelope that they came in."
  
  "When October Goes" was his first attempt, and it was the only Mercer piece included on his jazz album 2:00 AM Paradise Café.
  
  "The melody came so easily that I believe he might have been giving me a little nudge here and there to help me along," he said.
• Manilow became a huge star in the mid-'70s with his contemporary ballads, but by the '80s he felt so disheartened by the music industry and even questioned his role in it.
  
  "The whole experience of making albums and entertaining had turned on me and I found myself doubting everything I had relied on," he explained.
  
  But everything changed when he got the idea for 2:00 AM Paradise Café. He got so tired of listening to Top-40 pop radio, he dug out a bunch of his old jazz records and was swept away by Carmen McRae's Bittersweet. He initially thought of doing an album of famous saloon songs, but decided to write his own material based on the classics.
  
  Starting with Mundell Lowe, who played the guitar on McRae's 1964 album, he rounded up a host of legendary jazz acts - including musicians Gerry Mulligan, Billy Mays, Shelly Manne, George Duvivier, and vocalists Mel Torme and Sarah Vaughan - to perform a set of bluesy torch songs he composed with his songwriting pals. It was a life-changing experience for the singer.
  
  "Recording those precious songs with the stellar musicians and vocalists was breathtaking," he recalled. "I wish this profound type of experience for everyone I love. Music had once again changed my life."
• The album was rehearsed over three days and recorded in one take at Westlake Studio C in Los Angeles. Adrienne Anderson, one of Manilow's longtime songwriting collaborators who worked on the album, shared her memories of the recording session in The Complete Collection And Then Some.
  
  "lt was clear that Barry had earned the respect of these giants. He knew exactly what he wanted and they were all comfortable with him at the helm," she said.
  
  "The day the album was recorded was unforgettable. The material was linked together in one seamless piece. In typical recording sessions, songs are recorded individually, track by track, with the vocals sung at another time. But during this session, they recorded the entire album from start to finish in one long take -vocals and all. Everyone was aware that something unusual and very special was happening."
• This was used in the 1995 TV documentary Golden Anniversary, which chronicled Queen Elizabeth II's marriage to Prince Philip.
• This peaked at #6 on the Adult Contemporary chart, making it Manilow's 26th Top 10 hit on the tally.