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Classic Tracks: The Flamingos ‘I Only Have Eyes For You’

Producers: George Goldner, Terry Johnson • Engineer: Allen Weintraub By Richard Buskin
Published March 2009

This is the story of how an inspired rearrangement of an old song created a track that, 50 years on, remains a genuine and enduring classic.

The Flamingos at the time of recording 'I Only Have Eyes For You'. Anti‑clockwise from bottom left: Zeke Carey, Tommy Hunt, Paul Wilson, Jake Carey, Terry Johnson and Nate Nelson.

In the late 1950s, the pop charts were infiltrated by a new wave of African‑American groups whose a cappella performances were derived not only from gospel music, but also from 1940s black vocal ensembles such as the Mills Brothers and the Ink Spots. Honing their often considerable skills on the street corners of North‑eastern cities such as New York, Chicago and Philadelphia, bird‑named outfits including the Orioles, the Crows and the Wrens had helped create the template, during the early '50s, for music that usually featured soulful three‑, four‑ or five‑part harmonies and vocal imitations of instruments. And this style, helped by its lyrics about youthful romance, caught on with white teenagers during the second half of the decade.

You Doo‑wop?

While the Platters were the first black act of the rock era to top the US pop charts, others such as the Penguins, the Cadillacs, Frankie Lymon & the Teenagers, the Coasters and the Flamingos also enjoyed mainstream, crossover success. Billed under the rock & roll banner, their music would come to be known as doo‑wop, thanks to an idiosyncratic style of harmony singing that often featured a long note — 'doo' — followed by a short one — 'wop' — as well as nonsense syllables, be they the 'doomph‑doomph' impersonations of a double bass on the Ravens' 'Count Every Star' or the 'doo‑wops' first heard on the Turbans' 'When You Dance'.

Nevertheless, the term 'doo‑wop' wasn't used as the name of these groups' musical genre until it was beyond its heyday of the mid '50s and early '60s. And by then, the legendary doo‑wop recordings were a part of history: 'Why Do Fools Fall In Love' and 'I'm Not A Juvenile Delinquent' by Frankie Lymon & the Teenagers; 'Yakety Yak' by the Coasters; 'Come Go With Me' by the Del‑Vikings; 'A Teenager In Love' by Dion & the Belmonts... The list is a long and impressive one, yet it wouldn't be complete without the Flamingos' landmark rendition of the Harry Warren/Al Dubin composition 'I Only Have Eyes For You', an ingeniously‑arranged concoction of silky‑smooth harmonies and subtle instrumentation, underpinning a sublime lead vocal that transports the number into the realm of the bona‑fide classic.

Originally introduced by Dick Powell and Ruby Keeler in the 1934 movie musical, Dames, 'I Only Have Eyes For You' was a chart hit that same year for Ben Selvin and was covered in 1950 by Peggy Lee. The person responsible for the Flamingos' arrangement of the song, in addition to producing and performing on it, was Terry 'Buzzy' Johnson, a native of Baltimore, Maryland.

Wannabe Flamingo

The same 1959 line‑up of the Flamingos. This photograph was used on the cover of their Flamingo Serenade album.

Johnson was 12 years old when he purchased his first guitar. "I wanted a saxophone,” he now recalls, "but when my mother took me down to the music store they didn't have a tenor sax, and I wasn't going to leave that place without an instrument.”

Discouraged by his parents from listening to rhythm & blues (then known as 'race music'), Johnson was instead exposed to classical music and white pop vocal groups such as the McGuire Sisters, the Four Freshmen and the Four Aces. Then, in 1952, a school friend played him Lloyd Price's 'Lawdy Miss Clawdy'. He later became familiar with the likes of Fats Domino and Little Richard while watching R&B outfits such as the Orioles and the Five Keys perform at Baltimore's famous Royal Theatre. This, in turn, fed Johnson's interest in group harmonies, and in 1954 — a couple of years after the Swallows' Earl Hurley and Frederick 'Money Guitar' Johnson taught him to play R&B rhythm patterns on his own guitar — he formed the Whispers with a quartet of high‑school friends, later writing, playing guitar and singing lead on a couple of songs that the outfit released on Philadelphia's Gotham Records label.

"When I listened to the big, beautiful orchestrations in classical music, certain things would just make me cry,” Johnson states. "In my soul I could just feel it, and once I got the guitar I was able to play some of the stuff that I heard. Again, when I was writing music, some of it would make me cry. What I was playing had that effect on me.”

It was around this time that Johnson saw the Five Keys perform on the same bill as the Flamingos at the Royal Theatre, and whereas he "really loved the Five Keys, when the Flamingos came on it was like they had an aura around them. They were good‑looking guys, and their routines were so smooth. All of a sudden, sitting in my chair, I saw myself on that stage with them, singing and playing my guitar. Afterwards, I went backstage — I already knew Jake from the days when he and his cousin Zeke sang with my church choir in Baltimore — and I told the guys about what I had experienced. They looked at me like I was a nutcase.”

The Ladder Of Love

Terry Johnson today — still going strong.

It was in 1953 that Jake and Zeke Carey, who sang bass and second tenor respectively, formed the Flamingos in Chicago with baritone Paul Wilson, as well as lead tenors Earl Lewis and John E Carter. Sollie McElroy subsequently replaced Earl Lewis, and by the time Terry Johnson saw the group performing in October 1956, they had signed with Chess Records, replaced McElroy with Nate Nelson, and recruited second tenor Tommy Hunt when Zeke Carey was drafted. Now Johnny Carter had been drafted, too, and so when Nelson asked Johnson if he knew anyone who could sing first tenor, the young man who had been nicknamed 'Buzzy' — by a kid sister who had trouble pronouncing his real first name, Isaiah — pointed to himself.

An audition followed, but it wasn't until Christmas Eve that Jake Carey called Johnson, asked him to join the group and informed him that he'd have to be in Philadelphia the very next day, before travelling to New York for rehearsals. Three months later, the Flamingos signed with Decca and, the following month, they recorded 'The Ladder Of Love', featuring not only Johnson's vocal contribution, but also his arrangement.

"'The Ladder Of Love' was such a beautiful song. I changed the chords a little and made it build, because when Nate first gave it to me it was bland. As the only musician in the group, it fell to me to do the arranging, and this was my first time really arranging the harmonies. Again, what I gave them was different, but Decca took my harmonies and buried them in the track, and then they had three white girls doing another kind of harmony structure that their own arranger came up with. It sounded more like something Pat Boone would do, and we were a little upset about that. I think we recorded 10 songs, and 'The Ladder Of Love' was my baby because I thought it was the only one that really had potential, but the company wanted us to sound too white.”

Not that this went very far. Nate Nelson was still under contract to Chess Records, and when Chess threatened to sue Decca over featuring him as part of the Flamingos, Decca basically pulled the plug and didn't promote the group's releases. Add to this the singers' unhappiness about the direction in which they were being led and it wasn't long before they mutually agreed to cancel the deal. It was also at this time that Zeke Carey rejoined the line‑up, having been discharged from the US Army. Johnson offered to teach him to play the bass, and Nate Nelson and Tommy Hunt furthered the Flamingos' transformation into a vocal/instrumental group by playing the piano and drums, respectively.

Beginning At The End

In September 1958, Richard Barrett, the A&R man who had already discovered Frankie Lymon & the Teenagers, as well as the Chantels, persuaded George Goldner to sign the Flamingos to his End Records label, and Goldner, in turn, assigned Terry Johnson to take charge of their recordings.

"Having heard 'The Ladder Of Love', he knew that I had a talent for changing chords around,” Johnson says. "All of us had jobs, and my job was to arrange the music and the vocals.”

Soon after signing with End Records, the Flamingos had their first pop‑chart hit with 'Lovers Never Say Goodbye'. Terry Johnson wrote the song, shared its lead vocal with Paul Wilson and made an immediate impression on George Goldner, who loved his arrangement.

"He and Richard Barrett had a meeting,” Johnson recalls, "and they asked Jake and me to come in so they could tell us, 'You guys have just crossed over into the pop market. The white people love your music, and that's very different.' After all, most black music was R&B at that time. So he brought me 33 songs — he and Richard went out and picked all of these old standards and asked me if I could change them around and do some different things with the vocals.”

Johnson and his colleagues ran through all 33 songs, a dozen of which ended up on their first LP, Flamingo Serenade, and included covers of compositions by George Gershwin, Lorenz Hart and Cole Porter. However, the number that gave the co‑producer the hardest time was 'I Only Have Eyes For You'.

"I had the sheet music, and I thought the chord changes made it too plain,” he says. "I also heard Dick Haymes' recording, and it was just so vanilla, as were the versions by Al Jolson and Peggy Lee. They all used those chord changes, and nobody did the refrain: 'My love must be a kind of blind love. I can't see anyone but you.' So I decided to do something different, and when Nate saw me struggling with it, he said, 'Why don't you do something really different with it, Buzzy? Go way out on it! Make it Russian, like 'Song Of The Volga Boatman'.'

"He gave me that idea, and so I was laying down in my room with the guitar on my chest, playing around with the chords, but no matter what I tried it just didn't fit. Finally, it was about 12 or one in the morning, and I was so tired that I fell asleep, and in my dream I heard 'I Only Have Eyes For You' just the way it came out on our record. I heard the 'doo‑bop sh‑bop' [backing vocals], I heard the way the harmony would sound — I heard the harmony so clear, and I heard the structure of the chords. As soon as I woke up, I grabbed the guitar off my chest and it was like God put my fingers just where they were supposed to be. I played those chords and I heard the harmonies, and so I called the guys. I woke them all up and I said, 'Come over to my room right now! I've got 'I Only Have Eyes For You'!'

"They were like, 'Are you crazy? It's almost four o'clock!' and I said, 'I need you all now, otherwise I may not be able to remember.' So they came to my room, all of them grumbling, and when they heard me do it they looked at me like, 'What the hell is this?' They laughed at me: 'What's "doo‑bop sh‑bop, goo‑bop sh‑bop, boo‑bop sh‑bop, loo‑bop sh‑bop, shoo‑bop sh‑bop”?' You see, although in my dream it was 'doo‑bop sh‑bop', I had everybody doing a different thing, changing things around to make sure no one could really pick out what we were saying.

Three-hour Session

'I Only Have Eyes For You was recorded at Bell Sound studios, 237 West 54th Street, New York, the state‑of‑the‑art facility where Buddy Holly had recorded 'Rave On' just a few months earlier, and where George Goldner oversaw most of his labels' recording sessions alongside Richard Barrett. Whereas they'd often determine the right key for a song and collaborate with the musicians on a head arrangement, with the Flamingos they mainly ensured that the singers positioned themselves at the correct distance from the microphone and, while keeping an eye on the clock during the traditional three‑hour session, ascertained which was the best take.

There were, meanwhile, several studio musicians hired to play on 'I Only Have Eyes For You', and it was Terry Johnson who told them exactly what he wanted. This included having them switch the rhythm from a standard pulsating, sub‑divided bass line in 6/8 to an elongated bass line that created a counter‑melody.

"Everybody was playing that same figure,” he recalls, "and I said, 'No, no, no, you can't do that.' I told the piano player, 'Hold the five of that chord and don't change with us.' He said, 'Don't change?' and I said, 'That's right, just play the five chords and let the chorus revolve around that.' I basically wanted triplets, which was that '50s feel, but I wanted him to stay on that chord. It was kind of weird at first, but then I had the guitarist, Smiley — who was the nicest guy, he was always mellow and always had a smile on his face — play the third of the chord and put vibrato on it. He thought that was nice, and I also had the drummer play with brushes to make sure it didn't sound too big.

"I always liked to experiment, and it took hours for the musicians to learn their parts and sound tight together. Smiley was such a pleasure to work with — I asked him, 'Can you do some fills here? Not too busy...' and he played some beautiful little parts that complemented what I was doing vocally. I would look at him and laugh and he'd just smile like he was doing something to please me. That's what he was about. He was a studio musician and he loved to please whoever was working with him. He loved the Flamingos.”

"I can't now remember exactly how we got so much reverb on the 'doo‑bop sh‑bop' backing vocals to make them go that far back, but it was really heavy and just a little of it was used on Nate to warm up his lead. I, meanwhile, sang first tenor, including the high harmony on the chorus and on the bridge, and once I taught everyone else their parts again in the studio — with Tommy Hunt doing second tenor, Zeke Carey doing a third note between second tenor and baritone, Paul Wilson doing baritone and Jake Carey doing bass — we had a five‑part harmony that, with me finding different notes on my guitar to make everything mesh together, really sounded unique.

"There were no overdubs, everything was done live in complete takes, and you can hear a few little mistakes in there. However, the way it was in those days, if it sounded good to the engineer or whoever was in the control room, that was it. Time was money, and if you listen to some of the Chuck Berry or Little Richard records you'll hear so many mistakes, with either wrong words or wrong notes. That's because they had to do it right then and there, on the spot, with the musicians playing along at the same time. It was all about capturing the right feel.”

Last Night A DJ Saved My Song

Terry Johnson missed the final part of the recording: "I wasn't at the mastering session for 'I Only Have Eyes For You' when that reverb was put on the backing vocals,” he explains. "We had jobs to go to, so I let George Goldner know how I thought everything should sound, and he and Richard Barrett made sure the engineer achieved this. It turned out really good. However, although George liked the song, he didn't think it sounded commercial enough to be a single, so he told me, 'We'll put it on the album.'”

Which is what happened, with a cover of the old Russ Columbo hit, 'Goodnight, Sweetheart', slated to be the first single. However, this all changed as soon as radio DJs began playing Flamingo Serenade and picked up on the ethereal sound of 'I Only Have Eyes For You'. In April 1959, the same month that film-goers could see the Flamingos perform in the Alan Freed movie, Go, Johnny, Go!, the song was released as a single (with 'Goodnight, Sweetheart' now the B‑side), and after peaking at number 11 on the Billboard Hot 100 it quickly became the group's signature number; one that Rolling Stone would later rank among the '500 Greatest Songs of All Time'. In line with it being included on the soundtrack of the 1973 smash‑hit movie, American Graffiti, it is, indeed, an essential element of the soundtrack to teen life in the late 1950s and early 1960s.

"It's still selling,” asserts Johnson. "I'm making more money from it now than I did when we were big. You see, when 'I Only Have Eyes For You' first came out, we hadn't been paid yet for 'Lovers Never Say Goodbye', but we wanted to have some uniforms made and we needed better transportation. So while everyone was going crazy about 'I Only Have Eyes For You', George paid us a $10,000 advance — it wasn't a royalty cheque, it was an advance — and I remember Zeke putting it on the bed and giving us $1000 apiece. The other $4000 went towards getting a brand new, dark green '59 Cadillac — with four pink flamingos, one on each seat — as well as a Buick station wagon to transport our luggage and our amplifiers. Out of our $1000 we then bought ourselves clothes and uniforms, and in those days this still left us with a lot of money. But I tell you, right now I'm seeing a lot more than I ever did back then.”

Still In The Pink

In 1964, Johnson was recruited by Smokey Robinson to join the staff of Motown. There, the two men subsequently collaborated on a number of songs for Robinson and his group the Miracles, and throughout the rest of the decade Johnson also wrote and produced for the Four Tops, the Temptations, Martha & the Vandellas and the Supremes, while issuing some solo singles of his own. He finally left the company in 1974.

The Flamingos, meanwhile, continued recording and performing with various line‑ups featuring the Careys through the mid‑1990s, although it was Terry Johnson, Jake Carey, Zeke Carey, Tommy Hunt and Johnny Carter who took to the stage when the group received the Rhythm & Blues Foundation Pioneer Award in 1996.

The new millennium saw numerous Hall of Fame inductions: the Vocal Group Hall of Fame for the Flamingos in 2000, followed by the Rock and Roll Hall of Fame in 2001 and the Doo‑Wop Hall Of Fame in 2004, while the group's recording of 'I Only Have Eyes For You' was inducted into the Grammy Award Hall of Fame in 2003.

"I would never want to perform again under the name of the Flamingos, because there will never be another Flamingos,” insists Terry Johnson, who is currently releasing a new album, Still In The Pink, with his own group, Terry Johnson's Flamingos. "That was a unique line‑up. Tommy would do the big songs, Nate would do the sweet romantic songs, and Paul and I would do the duet romantic songs, so we had four lead singers. It was a special time...”  

Taking The Lead

"Sammy Lowe was the arranger who notated the music for the group,” explains Johnson, "so I'd give him the chord structure and he'd give the musicians the charts. When he heard 'I Only Have Eyes For You', he said, 'Damn, I like that. It's different.' At that point, I was singing the lead, including the refrain — 'My love must be a kind of blind love' — but once Nate really listened to the song and heard how beautiful it was, he said, 'I don't think you're doing a good job on it.' I said, 'What do you mean, I'm not doing a good job on it?' He said, 'Well, I just don't think you're doing it justice.' Nate had a way of needling me. I was the baby, and he knew how to get my goat and make me mad. I said, 'Do you think you could do it better?' and he said, 'Yeah, you know I can do it better.' I said, 'Well, you sing it!'

"I gave my song away. Nate did a fabulous job, I can't take anything away from him, and I wound up doing the tenor part that he was originally doing. You see, Nate heard how unique the song sounded.”

Vocal Practicalities

The music and vocals for 'I Only Have Eyes For You' were recorded simultaneously to mono, and since Jake Carey was shorter than the other group members he was asked to stand on a stack of phone books. This would put him at the same height as his fellow backing singers when they stood around the same mic, yet Jake was less than happy.

"He was mad as hell,” Johnson confirms. "He said, 'I'm not a midget!' but we told him, 'We're not going to bend our necks down to suit you. The mic has got to be at a certain level for all of us.' So, we put Jake on three or four phone books and that's how we recorded, with the background singers on one mic and the lead guy on another.”

Artist: The Flamingos

Track: 'I Only Have Eyes For You'

Label: End records

Released: 1959

Producers: George Goldner, Terry Johnson

Engineer: Allen Weintraub

Studio: Bell Sound