Lengthy instrumental intro.

Eddie: Smiling faces, sometimes pretend to be your friend.
Smiling faces, show no traces of the evil that lurks within.

Temptations: Smiling faces, smiling faces sometimes,
They don't tell the truth.
Smiling faces, smiling faces tell lies,
Eddie: And I got proof.

Lengthy instrumental break.

Eddie: Let me tell ya,
Temptations: The truth is in the eyes,
Eddie: 'Cause the eyes don't lie.
Temptations: Amen.
Eddie: Remember, a smile is just a frown turned
Temptations: Upside down. My friend,

Eddie: Let me tell ya.
Temptations: Smiling faces, smiling faces sometimes,
Eddie: They don't tell the truth.
Temptations: Smiling faces, smiling faces, tell lies,
Eddie: And I got proof.

Temptations: Beware,
Eddie: Beware of the handshake,
Temptations: That hides the snake.
Sound of rattles.

Eddie: I'm telling you,
Temptations: Beware,
Eddie: Beware of the
Temptations: Pat on the back, it just might hold you back.
Eddie: Jealousy, Temptations: Jealousy,
Eddie: Misery, Temptations: Misery,
Eddie: Envy, Temptations: Envy,
Eddie: I tell you,

Temptations: You can't see behind smiling faces.
Smiling faces, sometimes,
Eddie: They don't tell the truth.
Temptations: Smiling faces, smiling faces tell lies,
Eddie: And I got proof.

Temptations: Smiling faces, sometimes,
Eddie: They don't tell the truth.
Temptations: Smiling faces, smiling faces tell lies,
Eddie: And I got proof.

Eddie hums.
Temptations:
Smiling faces, smiling faces, sometimes...
Smiling faces, smiling faces, sometimes...

Instrumental break.

Eddie: Ahhh-I'm a-telling you,
Temptations: Beware,
Eddie: Beware of the handshake,
Temptations: That hides the snake.
Sound of rattles.
Eddie: Listen to me, now.
Temptations: Beware,
Eddie: Beware of the
Temptations: Pat on the back, it just might hold you back.

Temptations: Smiling faces, smiling faces sometimes,
Eddie: They don't tell the truth.
Temptations: Smiling faces, smiling faces tell lies,
Eddie: And I got proof.

Temptations: Yo'r enemy
Eddie: Won't do you no harm, 'cause you'll know where he's
Temptations: Coming from,
Eddie: Don't let the handshake and the
Temptations: Smile fool ya,
Eddie: Take my advice I'm only try' to school ya.

Temptations: Smiling faces, smiling faces sometimes,
Eddie: They don't tell the truth.
Temptations: Smiling faces, smiling faces tell lies,
Eddie: And I got proof.

Find more similar lyrics on http://mp3lyrics.com/uYz7Temptations: Smiling faces, smiling faces sometimes,
Eddie: They don't tell the truth.
Temptations: Smiling faces, smiling faces tell lies,
Eddie: And I got proof.

Temptations: Beware,
Eddie: Beware of the handshake,
Temptations: That hides the snake.

Lengthy instrumental break.

Eddie: Ooo-ooo-ooo-ooo-ooo, ooo-ooo.
Temptations: The impossible task,
Dennis: Is to figure out
Dennis & Melvin: Which of the smiles is a mask.

Eddie with echo:
Think about it. Did you hear me?
The impossible task is to figure out
Which of the smiles is a mask.

Temptations: Smiling faces, smiling faces sometimes,
Dennis: Don't show the truth.
Temptations: Smiling faces, smiling faces tell lies,
Dennis: And I got proof.

Temptations: Smiling faces, smiling faces sometimes...
Temptations: Smiling faces, smiling faces sometimes...

Lengthy instrumental break.

Dennis with echo. Jealousy. Misery. Envy.
Dennis: You can't see behind,

Temptations: Smiling faces, smiling faces sometimes,
Dennis: Don't show the truth.
Temptations: You tell 'em. Smiling faces, smiling faces tell lies,
Dennis: Lies, lies, and I got proof.
Temptations: You tell 'em. Smiling faces, smiling faces sometimes,
Dennis: Yeah.
Temptations:
Smiling faces, smiling faces sometimes...
Smiling faces, smiling faces sometimes...

Lenthy instrumental outro with talking & laughing overdub towards end:

Coda: Temptations, softly:
The impossible task is to figure out Which of the smiles is the mask.
The impossible task is to figure out Which of the smiles is the mask.
The impossible task is to figure out Which of the smiles is the mask.
The impossible task is to figure out Which of the smiles is the mask.
The impossible task is to figure out Which of the smiles is the mask.

SMILING FACES SOMETIMES
Written by: Barrett Strong & Norman Whitfield
Performed by: The Temptations1-19712
Produced by: Norman Whitfield3
Appears on: Sky's the Limit (12+ minutes)-Spring 1971, Smiling Faces
Sometimes (7" Single, 3+ minutes)-Summer 1971, Psychedelic Soul (UK)-2000,
Psychedelic Soul (US)(12+ minute)-20034

1The Temptations recorded this song first in the spring of 1971. Producer
Norman Whitfield had The Undisputed Truth re-record it later the same year,
with a totally different sound. Both versions deal with the same subject
matter, "back-stabbing" friends who do their friends wrong behind their
backs, but in different ways. The Temptations' original uses an arrangement
similar to a haunted house film score to represent feelings of fear and
timidness. While the other version, by The Undisputed Truth, takes a more
"angry" tone. Other covers: Bobbi Humphrey, Joan Osborne, The Tamlins, Vee,
Rare Earth, et al.

2Lead vocals by Eddie Kendricks (tenor) and Dennis Edwards (tenor), Backup
vocals by Paul Williams (tenor), Melvin Franklin (bass) and Otis Williams
(baritone). Instrumentation by The Funk Brothers and studio musicians on
strings.

3Norman Whitfield was known for recording dramatically different
versions of the same song with different Motown artists. Examples include,
Smokey Robinson & the Miracles', "I Heard It Through the Grapevine," was
re-recorded as hit records for both Gladys Knight & the Pips, and Marvin
Gaye and as a minor offering for The Temptations. Also, "War," by the
Temptations was re-recorded as a hit for Edwin Starr.

4Transcribed from the track on this album.