On August 8, 1997, a new film opened in theatres. Released by Warner Bros., Conspiracy Theory is a comic thriller about a paranoid cabbie who produces a regular newsletter filled with his outlandish ideas about government malfeasance. One such theory, however, turns out to be dead-on accurate suddenly putting his life in danger.
Early on in the film there’s a scene where he’s sitting in his cab. With tiny binoculars he watches a young woman through her window in her apartment building singing along while running on a treadmill. He figures she’s listening to the radio so he flips through the stations in his car hoping to match what he’s hearing to what she’s singing.
In the original script written by Brian Helgeland, the song was supposed to be Blue Moon, an old Rodgers & Hart number from 1934. Instead of securing the rights to the original recording, Helgeland wanted the song covered by Annie Lennox who conveniently was riding high at the time with her hit covers album Medusa. (The screenplay was completed in 1995.)
But by the time Conspiracy Theory had reached the post-production stage of completion in mid-1997, producers ultimately wanted a younger, hotter talent to cover a different song from a more contemporary era.
In February 1996, The Fugees released their second album, The Score. One of the big singles was Killing Me Softly, an uptempo cover of an old Roberta Flack ballad, vocalized by the charismatic 21-year-old Lauryn Hill. Along with other original hits like Fu-Gee-La and Ready Or Not, The Score would go to sell more than 20 million copies worldwide.
But complicated personal entanglements and internal struggles for outside creative freedom involving two members of the trio would ultimately derail the band just as they finally figured out how to get over with a mass audience.
Hill was having an affair with Jean and they were both cheating on each other. Jean actually married his other lover while Hill was having what would become a longterm common law relationship with one of Bob Marley’s sons, the father of their eventual five children.
The final straw was Jean’s refusal to support Hill’s desire to work on her own music outside the group, an idea she had openly expressed internally for a while but denied publicly to the press. At one point, probably realizing this might be the end of the band, Jean then offered to produce her but she refused. By 1997, Hill, Jean and their bandmate Pras would all focus exclusively on their own separate solo projects. Despite occasional live reunions in the 2000s and at least one single, there would be no collective follow-up to The Score.
By the time the producers of Conspiracy Theory came calling, Hill was in the third trimester of her first pregnancy and already working on her first batch of individual songs.
“The recording took about a year and a half,” Commissioner Gordon Williams, the engineer of that eventual solo debut told Rolling Stone magazine in 2008. “Sony never wanted her to make a solo record; they wanted her to make another Fugees record.”
In the midst of all of this, Hill agreed to record a cover for Conspiracy Theory. With Blue Moon discarded as the possible song that Julia Roberts sings along to while Mel Gibson spies on her, producers had cleared another tune that had already been redone by countless artists before.
In 1966, Bob Crewe had suggested a title to his songwriting partner Bob Gaudio. From there, the two worked out a musical scenario, based very loosely on various real-life situations Gaudio knew about and personally experienced, involving a guy madly in love with a woman so beautiful he cannot look away, he is completely transfixed. Rather than record this new song with his vocal quartet The Four Seasons (which included Gaudio as a founding member), the song was constructed strictly for lead singer Frankie Valli who released it under his own name.
Delayed for a full year, after a slow start, Can’t Take My Eyes Off You would go on to become a legitimate smash in 1967, peaking at number two on the Billboard Hot 100. Eleven years later, cast members of The Deer Hunter would sing along to its famous chorus in a scene before they get shipped off to Vietnam, a moment which eventually inspired the Broadway musical Jersey Boys.
Unfortunately, Lauryn Hill had a big problem as the deadline to complete the sessions for her album was fast approaching.
“She called me and said she was behind and had to get it done.” Commissioner Gordon told Rolling Stone. “She didn’t know how the arrangement of the song went, so we went and got a copy from Coconuts or Sam Goody.”
From there, Hill and her creative team quickly put together their own version of the song, updating the arrangement with a more consistent, hip-swiveling gallop without losing any of its heart or soul. The famous horn and string sections from the Motown-inspired original may be gone (although that sure sounds like a slight sample of the former before the first chorus) but in its place is a funky contemporary take on the basic framework. There’s imitative Bobby McFerrinesque instrumentation, beatboxing, an old-timey organ and a smooth, laidback vocal from Hill who name checks the Warner Bros. film that commissioned this performance.
Commissioner Gordon “had a little one-room 16-track studio in my apartment in Jersey. Lauryn was eight months pregnant, laying on her back on the floor, half asleep, holding a handheld mike. She did all of those vocals off the top of her head pretty much in one take, with the beat box and all of that. That blew me away.”
When the song was completed, it was sent to Warner Bros. and quickly forgotten about. Hill gave birth to her son Zion four days after Conspiracy Theory began its late summer theatrical run.
Around the same time of the film’s cinematic debut, the soundtrack was released. Curiously, Hill’s new cover was not included. In fact, there are no pop songs on the album, just 40 minutes or so of composer Carter Burwell’s classical score. Whether Sony, Hill’s label, played any role in Can’t Take My Eyes Off You being left off the record is unclear.
Regardless, Hill told Muse magazine in 1998 that it was “a song that was never intended for radio play or even release.” With a new baby in her life and a solo album still to complete, Hill was too preoccupied with more important matters.
Five months after Conspiracy Theory’s disappointing stint in North American theatres (it didn’t even make back its 80 million dollar budget), the movie debuted on home video and in February 1998, it started playing on pay-per-view and became available on satellite channels like DirecTV.
It had been nearly two years since the arrival of The Score. At the tail end of 1997, Wyclef Jean was the first ex-Fugee out of the gate with a solo album. The Carnival would spawn the Top 10 hit Gone Til November and ultimately go double platinum.
But fans were starved for more. Pras’ Ghetto Supastar album (the title song would get a huge boost from its association with Warren Beatty’s political satire Bulworth in the summer of 1998) wouldn’t be available until the autumn.
Lauryn Hill’s debut was still many months away at the start of the new year. But some of her more enterprising supporters were so impatient for this collection of new music to arrive, realizing there already was something out there in the public domain, they took matters into their own hands.
In the May 9, 1998 edition of Billboard Magazine, writer Datu Faison had a small entry in his regular Rhythm Section column under the header Bootleggers.
“There’s a new recording from Fugees diva Lauryn Hill titled ‘Can’t Take My Eyes Off You’ that has everyone scratching their heads. The single was not serviced to radio by Ruffhouse/Columbia [Hill’s label which is owned by Sony], yet managed to garner 188 R&B spins according to Broadcast Data Systems (BDS).” BDS is the official Neilsen ratings system for radio.
According to the brief report, some unknown parties had managed to tape the song as it plays during the middle of Conspiracy Theory’s closing credits. (It begins right after a snipped reprise of Frankie Valli’s original starts to fade at exactly two hours and eleven minutes.)
“[S]omehow a pirate recording was made that was pressed onto CD and DAT [Digital Audio Tape]. It is also possible that someone who had access to the recording and/or master tapes could have also made pirate copies,” Faison speculated not unreasonably in Billboard since the full song is presented through the rest of the remaining end titles.
According to BDS employee Lana Goodman, somehow, a bootleg copy of the song first ended up at KMEL, a San Francisco station. This was confirmed by another industry insider in the May 29, 1998 issue of Entertainment Weekly:
“According to Michelle Santosuosso, program director at Los Angeles’ KKBT, some enterprising soul(s) taped it from the satellite dish when the movie made its pay-per-view television premiere recently and got the bootleg into the hands of deejays, who jumped at the chance to play the phantom single.”
Once KMEL started playing this cover of Can’t Take My Eyes Off You, it created a gradual domino effect. According to Faison’s Billboard column, “The song was aired again in April on top 40/rhythm [station] KUBE Seattle, and additional patterns were assigned.”
Southern outlets like WBHJ in Birmingham, Alabama and Baton Rouge, Louisiana’s KTBT ended up playing the song far more than the California stations on the west coast: 140 spins altogether compared to the measly 48 accumulated in San Francisco and Los Angeles. And that was just the beginning. Within a short period of time, the song was added to more and more playlists across the country and even on stations in neighbouring Canada. When all was said and done, the track modestly peaked at #35 on Billboard’s Hot 100 Radio Airplay chart but reached a far more impressive #2 on its Rhythmic chart.
This unexpected development greatly concerned Sony who had already drawn up big plans for Hill’s solo album. It had already been decided that Doo Wop (That Thing) was going to be the first single. (It would drop in June.) They feared it would be overshadowed by Can’t Take My Eyes Off You and therefore not as popular, a silly fear in retrospect since Doo Wop debuted at number one on the Billboard Hot 100 and would be the biggest of all the singles from The Miseducation of Lauryn Hill.
Hill, on the other hand, had a different reaction. She told Entertainment Weekly in their May 29, 1998 issue that it was “flattering that they’re playing [the song]…” She told Muse that same year, “I thought it was kind of funny, another cover version taking off like that.” (According to the official Frankie Valli and The Four Seasons website, there are at least 200 remakes in existence.)
Uncertain at first about how to proceed, Sony was left with few options. They could ignore the whole situation and let the bootleg airings continue until the hoopla died down which was ridiculous considering how popular the song was getting. They could demand radio stations stop playing the song altogether which would have resulted in bad publicity and a fan backlash. As a reasonable alternative, they could simply release an official version as a CD single.
With The Miseducation Of Lauryn Hill scheduled for an August release in the United States (September in Canada), Sony ultimately came to an obvious conclusion. With expectations growing to a fever pitch, that damn Conspiracy Theory track had to go on the album. (There would be no single release after all (although Sony would send promo copies to radio stations all over the world), hence its absence from the Hot 100 which only counted physical commercial releases at the time.) It had unwittingly become an effective marketing tool.
With the artwork and packaging already completed, and far too expensive to replace, Can’t Take My Eyes Off You would become a Stickered Bonus Track. (It would otherwise go completely unmentioned in the liner notes and track listing.) Even print ads would prominently promote the song making note of its unlisted status. (You’ll find it on track 15. It actually runs six seconds shorter than the movie version and rather than fading out, it ends cold.) As she later told Muse Magazine, Hill was far from happy about the decision:
“I hadn’t intended to have a cover on the album at all…Naturally there was some record company pressure, but if I had my way it wouldn’t be on it at all.”
By this point, Hill was in the middle trimester of her second pregnancy and probably not in any real condition to put up a significant fight. (She would give birth to her second child, a daughter, that November.)
In early January 1999, the nominations for the 41st annual Grammy Awards were announced. Lauryn Hill would make history by securing ten, the most ever for an individual woman. One of those nominations was for Best Pop Vocal Female Performance. Her version of Can’t Take My Eyes Off You, a song that was only supposed to be heard during the end titles of a bad movie, was now in contention for a major prize. It had marked the first time a mystery track had secured a nomination since the full version of I’ll Be There For You by The Rembrandts just a few years earlier.
A month later at the actual ceremony, Hill would bat .500 overall. Besides taking the golden gramophone for Best R&B Album, The Miseducation Of Lauryn Hill was also named Album Of The Year beating out the likes of Garbage and Madonna. Hill would also win Best New Artist over The Backstreet Boys and The Dixie Chicks. Despite being denied nominations for Song and Single Of The Year, Doo Wop still managed to win Best R&B Song and Best Female R&B Vocal Performance.
Interestingly, Hill found herself competing with her ex-boyfriend and bandmate in the Best Rap Solo Performance category. It was Wyclef Jean’s Gone Til November vs. her diss track of him, Lost Ones, another Miseducation song that initially got an unauthorized pre-album release. In the end, Will Smith’s Gettin’ Jiggy With It proved too irresistible for Grammy voters to deny.
When the winner was announced for Best Pop Vocal Female Performance, Hill’s Can’t Take My Eyes Off You was beaten by Celine Dion’s unstoppable Titanic anthem, My Heart Will Go On, already an Oscar winner from the previous year. Still, five for ten was a very good night for the former member of The Fugees.
Five months later, the song would find its way in an episode of the short-lived NBC daytime soap opera Sunset Beach. In the final quarter of its July 6, 1999 noon hour broadcast, journalist Vanessa (Sherri Saum) and her rescuer Michael (Jason Winston George) have a romantic picnic while Hill’s cover plays throughout. There’s no dialogue as the couple make out and walk around. On the final episode of the series, which aired on New Year’s Eve that same year, they were married.
Two months before that at the 26th Annual Daytime Emmys in May, Hill’s version of Can’t Take My Eyes Off You played in the background throughout a clip montage showcasing past winners of the Best Actor and Best Actress in a Dramatic Series categories. At the 27th ceremony in 2000, a taped bit involving Susan Lucci spending the day with her long sought after Emmy (she had famously lost eighteen times in a row before winning in 1999) was scored curiously to Frankie Valli’s original.
In 2008, ten years after its official release on The Miseducation Of Lauryn Hill, an unauthorized remix started circulating exclusively in Europe.
In 2016, Hill’s cover would re-appear in the romantic comedy How To Be Single, albeit for a mere 75 seconds. It pops up at the 99-minute mark near the end of the scene when Dakota Johnson visits “best friend” Rebel Wilson and realizes she’s “super rich”. (If you listen closely, you can hear the shout-out to Conspiracy Theory when the girls sit down on the floor to eat.) Four members of the film’s cast, including Johnson, sing the song a cappella in a couple of scenes. (Damon Wayans Jr.’s on-screen daughter refers to it as the “Eyes Of You” song.) Hill’s Grammy-nominated version, however, was curiously left off the soundtrack. Conspicuously absent from the film, another remake by Walk Off The Earth, replaced it on the CD. (In the movie, an instrumental organ version chimes in just as the Hill version fades out.) In 2020, Hill’s take popped up again in the straight-to-streaming Disney+ sports feature Safety.
With the definitive Valli classic already a standard for more than 30 years and Hill’s song reviving interest near the end of the millennium, Can’t Take My Eyes Off You would continue to be covered in the decades to come and sometimes by the most unlikely people.
The late Heath Ledger would woo bitchy Julia Stiles with an a cappella version in the 1999 romantic comedy 10 Things I Hate About You, a modernized take on Shakespeare’s Taming Of The Shrew. The late Andy Williams, best known for singing the Christmas staple It’s The Most Wonderful Time Of The Year, covered the song in 1968 and many years later it found its way in Bridget Jones’s Diary in 2001. He re-recorded it as a duet with Broadway star Denise Van Outen (Chicago) the following year.
In a deleted scene from the 2002 live action Scooby Doo remake, Linda Cardellini’s Velma has a go Michelle Pfeiffer-style while the bald-headed villain tickles the ivories. In the 2005 sequel Son Of The Mask, there are multiple genre versions (rap, disco, country) heard during the Halloween party sequence, most of them sung by Jamie Kennedy.
Even Howard Stern favourite Mr. Methane, the gonzo comedian who can fart on command, has attempted his own unique spin on Can’t Take My Eyes Off You.
On a March 2021 episode of her self-named daytime talk show, the first American Idol winner Kelly Clarkson covered Hill’s version as part of her regular Kellyoke segment where she performs famous remakes with a backing band. In 96 seconds, she more than holds her own as she confidentally rolls through the first verse and chorus in this shortened version. Her back-up singers even recreate the “bah dah” bit near the end.
Interestingly, this is not the first time Clarkson has performed Hill’s R&B recreation. During a live gig in February 2019, before performing a complete version of Can’t Take My Eyes Off You, she dedicated the song to her then-husband. Nineteen months later, after seven years of marriage, they would be divorced.
While it’s not exactly clear what Frankie Valli thinks of Hill’s rendition (his official website only acknowledges its “hip-hop makeover”, although in the very next sentence, which offers celebrity testimonials, she appears to be obliquely referenced as one of the “many other great recording artists” his band “influenced”), co-writer and former bandmate Bob Gaudio is most definitely a fan. When asked by Songfacts.com for his opinion, he offered the following:
“I love the record, it’s one of my favorite versions.”
And although initially disappointed by the absence of the famous horn section, Gaudio realized Hill’s version didn’t really need it to succeed:
“But when I first heard it I thought she had the audacity to do this song without the horns. How dare she? [Laughing]
Songfacts: That’s such a big part of the song, right?
Gaudio: I thought it was when I first wrote it. That was my big assignment: take the verse, which was soft and sweet and melodic, and then kick into the drums of the chorus. How do I bridge that gap? And the horns was the filler. I thought building with the horns to get to the chorus was the setup. And she comes along and doesn’t use the horns. But it still worked. So it was quite an interesting lesson for me.”
Why are there so many versions of Can’t Take My Eyes Off You? Valli offered his theory to Songfacts:
“It’s a very, very tough song to do badly. When the song is that strong to start off with, that’s the kind of song you look for.”
Lauryn Hill proved him right.
Dennis Earl
Hamilton, Ontario, Canada
Thursday, May 27, 2021
3:41 a.m.
The History Of The Mystery Track – Lauryn Hill Covers Frankie Valli
On August 8, 1997, a new film opened in theatres. Released by Warner Bros., Conspiracy Theory is a comic thriller about a paranoid cabbie who produces a regular newsletter filled with his outlandish ideas about government malfeasance. One such theory, however, turns out to be dead-on accurate suddenly putting his life in danger.
Early on in the film there’s a scene where he’s sitting in his cab. With tiny binoculars he watches a young woman through her window in her apartment building singing along while running on a treadmill. He figures she’s listening to the radio so he flips through the stations in his car hoping to match what he’s hearing to what she’s singing.
In the original script written by Brian Helgeland, the song was supposed to be Blue Moon, an old Rodgers & Hart number from 1934. Instead of securing the rights to the original recording, Helgeland wanted the song covered by Annie Lennox who conveniently was riding high at the time with her hit covers album Medusa. (The screenplay was completed in 1995.)
But by the time Conspiracy Theory had reached the post-production stage of completion in mid-1997, producers ultimately wanted a younger, hotter talent to cover a different song from a more contemporary era.
In February 1996, The Fugees released their second album, The Score. One of the big singles was Killing Me Softly, an uptempo cover of an old Roberta Flack ballad, vocalized by the charismatic 21-year-old Lauryn Hill. Along with other original hits like Fu-Gee-La and Ready Or Not, The Score would go to sell more than 20 million copies worldwide.
But complicated personal entanglements and internal struggles for outside creative freedom involving two members of the trio would ultimately derail the band just as they finally figured out how to get over with a mass audience.
Hill was having an affair with Jean and they were both cheating on each other. Jean actually married his other lover while Hill was having what would become a longterm common law relationship with one of Bob Marley’s sons, the father of their eventual five children.
The final straw was Jean’s refusal to support Hill’s desire to work on her own music outside the group, an idea she had openly expressed internally for a while but denied publicly to the press. At one point, probably realizing this might be the end of the band, Jean then offered to produce her but she refused. By 1997, Hill, Jean and their bandmate Pras would all focus exclusively on their own separate solo projects. Despite occasional live reunions in the 2000s and at least one single, there would be no collective follow-up to The Score.
By the time the producers of Conspiracy Theory came calling, Hill was in the third trimester of her first pregnancy and already working on her first batch of individual songs.
“The recording took about a year and a half,” Commissioner Gordon Williams, the engineer of that eventual solo debut told Rolling Stone magazine in 2008. “Sony never wanted her to make a solo record; they wanted her to make another Fugees record.”
In the midst of all of this, Hill agreed to record a cover for Conspiracy Theory. With Blue Moon discarded as the possible song that Julia Roberts sings along to while Mel Gibson spies on her, producers had cleared another tune that had already been redone by countless artists before.
In 1966, Bob Crewe had suggested a title to his songwriting partner Bob Gaudio. From there, the two worked out a musical scenario, based very loosely on various real-life situations Gaudio knew about and personally experienced, involving a guy madly in love with a woman so beautiful he cannot look away, he is completely transfixed. Rather than record this new song with his vocal quartet The Four Seasons (which included Gaudio as a founding member), the song was constructed strictly for lead singer Frankie Valli who released it under his own name.
Delayed for a full year, after a slow start, Can’t Take My Eyes Off You would go on to become a legitimate smash in 1967, peaking at number two on the Billboard Hot 100. Eleven years later, cast members of The Deer Hunter would sing along to its famous chorus in a scene before they get shipped off to Vietnam, a moment which eventually inspired the Broadway musical Jersey Boys.
Unfortunately, Lauryn Hill had a big problem as the deadline to complete the sessions for her album was fast approaching.
“She called me and said she was behind and had to get it done.” Commissioner Gordon told Rolling Stone. “She didn’t know how the arrangement of the song went, so we went and got a copy from Coconuts or Sam Goody.”
From there, Hill and her creative team quickly put together their own version of the song, updating the arrangement with a more consistent, hip-swiveling gallop without losing any of its heart or soul. The famous horn and string sections from the Motown-inspired original may be gone (although that sure sounds like a slight sample of the former before the first chorus) but in its place is a funky contemporary take on the basic framework. There’s imitative Bobby McFerrinesque instrumentation, beatboxing, an old-timey organ and a smooth, laidback vocal from Hill who name checks the Warner Bros. film that commissioned this performance.
Commissioner Gordon “had a little one-room 16-track studio in my apartment in Jersey. Lauryn was eight months pregnant, laying on her back on the floor, half asleep, holding a handheld mike. She did all of those vocals off the top of her head pretty much in one take, with the beat box and all of that. That blew me away.”
When the song was completed, it was sent to Warner Bros. and quickly forgotten about. Hill gave birth to her son Zion four days after Conspiracy Theory began its late summer theatrical run.
Around the same time of the film’s cinematic debut, the soundtrack was released. Curiously, Hill’s new cover was not included. In fact, there are no pop songs on the album, just 40 minutes or so of composer Carter Burwell’s classical score. Whether Sony, Hill’s label, played any role in Can’t Take My Eyes Off You being left off the record is unclear.
Regardless, Hill told Muse magazine in 1998 that it was “a song that was never intended for radio play or even release.” With a new baby in her life and a solo album still to complete, Hill was too preoccupied with more important matters.
Five months after Conspiracy Theory’s disappointing stint in North American theatres (it didn’t even make back its 80 million dollar budget), the movie debuted on home video and in February 1998, it started playing on pay-per-view and became available on satellite channels like DirecTV.
It had been nearly two years since the arrival of The Score. At the tail end of 1997, Wyclef Jean was the first ex-Fugee out of the gate with a solo album. The Carnival would spawn the Top 10 hit Gone Til November and ultimately go double platinum.
But fans were starved for more. Pras’ Ghetto Supastar album (the title song would get a huge boost from its association with Warren Beatty’s political satire Bulworth in the summer of 1998) wouldn’t be available until the autumn.
Lauryn Hill’s debut was still many months away at the start of the new year. But some of her more enterprising supporters were so impatient for this collection of new music to arrive, realizing there already was something out there in the public domain, they took matters into their own hands.
In the May 9, 1998 edition of Billboard Magazine, writer Datu Faison had a small entry in his regular Rhythm Section column under the header Bootleggers.
“There’s a new recording from Fugees diva Lauryn Hill titled ‘Can’t Take My Eyes Off You’ that has everyone scratching their heads. The single was not serviced to radio by Ruffhouse/Columbia [Hill’s label which is owned by Sony], yet managed to garner 188 R&B spins according to Broadcast Data Systems (BDS).” BDS is the official Neilsen ratings system for radio.
According to the brief report, some unknown parties had managed to tape the song as it plays during the middle of Conspiracy Theory’s closing credits. (It begins right after a snipped reprise of Frankie Valli’s original starts to fade at exactly two hours and eleven minutes.)
“[S]omehow a pirate recording was made that was pressed onto CD and DAT [Digital Audio Tape]. It is also possible that someone who had access to the recording and/or master tapes could have also made pirate copies,” Faison speculated not unreasonably in Billboard since the full song is presented through the rest of the remaining end titles.
According to BDS employee Lana Goodman, somehow, a bootleg copy of the song first ended up at KMEL, a San Francisco station. This was confirmed by another industry insider in the May 29, 1998 issue of Entertainment Weekly:
“According to Michelle Santosuosso, program director at Los Angeles’ KKBT, some enterprising soul(s) taped it from the satellite dish when the movie made its pay-per-view television premiere recently and got the bootleg into the hands of deejays, who jumped at the chance to play the phantom single.”
Once KMEL started playing this cover of Can’t Take My Eyes Off You, it created a gradual domino effect. According to Faison’s Billboard column, “The song was aired again in April on top 40/rhythm [station] KUBE Seattle, and additional patterns were assigned.”
Southern outlets like WBHJ in Birmingham, Alabama and Baton Rouge, Louisiana’s KTBT ended up playing the song far more than the California stations on the west coast: 140 spins altogether compared to the measly 48 accumulated in San Francisco and Los Angeles. And that was just the beginning. Within a short period of time, the song was added to more and more playlists across the country and even on stations in neighbouring Canada. When all was said and done, the track modestly peaked at #35 on Billboard’s Hot 100 Radio Airplay chart but reached a far more impressive #2 on its Rhythmic chart.
This unexpected development greatly concerned Sony who had already drawn up big plans for Hill’s solo album. It had already been decided that Doo Wop (That Thing) was going to be the first single. (It would drop in June.) They feared it would be overshadowed by Can’t Take My Eyes Off You and therefore not as popular, a silly fear in retrospect since Doo Wop debuted at number one on the Billboard Hot 100 and would be the biggest of all the singles from The Miseducation of Lauryn Hill.
Hill, on the other hand, had a different reaction. She told Entertainment Weekly in their May 29, 1998 issue that it was “flattering that they’re playing [the song]…” She told Muse that same year, “I thought it was kind of funny, another cover version taking off like that.” (According to the official Frankie Valli and The Four Seasons website, there are at least 200 remakes in existence.)
Uncertain at first about how to proceed, Sony was left with few options. They could ignore the whole situation and let the bootleg airings continue until the hoopla died down which was ridiculous considering how popular the song was getting. They could demand radio stations stop playing the song altogether which would have resulted in bad publicity and a fan backlash. As a reasonable alternative, they could simply release an official version as a CD single.
With The Miseducation Of Lauryn Hill scheduled for an August release in the United States (September in Canada), Sony ultimately came to an obvious conclusion. With expectations growing to a fever pitch, that damn Conspiracy Theory track had to go on the album. (There would be no single release after all (although Sony would send promo copies to radio stations all over the world), hence its absence from the Hot 100 which only counted physical commercial releases at the time.) It had unwittingly become an effective marketing tool.
With the artwork and packaging already completed, and far too expensive to replace, Can’t Take My Eyes Off You would become a Stickered Bonus Track. (It would otherwise go completely unmentioned in the liner notes and track listing.) Even print ads would prominently promote the song making note of its unlisted status. (You’ll find it on track 15. It actually runs six seconds shorter than the movie version and rather than fading out, it ends cold.) As she later told Muse Magazine, Hill was far from happy about the decision:
“I hadn’t intended to have a cover on the album at all…Naturally there was some record company pressure, but if I had my way it wouldn’t be on it at all.”
By this point, Hill was in the middle trimester of her second pregnancy and probably not in any real condition to put up a significant fight. (She would give birth to her second child, a daughter, that November.)
In early January 1999, the nominations for the 41st annual Grammy Awards were announced. Lauryn Hill would make history by securing ten, the most ever for an individual woman. One of those nominations was for Best Pop Vocal Female Performance. Her version of Can’t Take My Eyes Off You, a song that was only supposed to be heard during the end titles of a bad movie, was now in contention for a major prize. It had marked the first time a mystery track had secured a nomination since the full version of I’ll Be There For You by The Rembrandts just a few years earlier.
A month later at the actual ceremony, Hill would bat .500 overall. Besides taking the golden gramophone for Best R&B Album, The Miseducation Of Lauryn Hill was also named Album Of The Year beating out the likes of Garbage and Madonna. Hill would also win Best New Artist over The Backstreet Boys and The Dixie Chicks. Despite being denied nominations for Song and Single Of The Year, Doo Wop still managed to win Best R&B Song and Best Female R&B Vocal Performance.
Interestingly, Hill found herself competing with her ex-boyfriend and bandmate in the Best Rap Solo Performance category. It was Wyclef Jean’s Gone Til November vs. her diss track of him, Lost Ones, another Miseducation song that initially got an unauthorized pre-album release. In the end, Will Smith’s Gettin’ Jiggy With It proved too irresistible for Grammy voters to deny.
When the winner was announced for Best Pop Vocal Female Performance, Hill’s Can’t Take My Eyes Off You was beaten by Celine Dion’s unstoppable Titanic anthem, My Heart Will Go On, already an Oscar winner from the previous year. Still, five for ten was a very good night for the former member of The Fugees.
Five months later, the song would find its way in an episode of the short-lived NBC daytime soap opera Sunset Beach. In the final quarter of its July 6, 1999 noon hour broadcast, journalist Vanessa (Sherri Saum) and her rescuer Michael (Jason Winston George) have a romantic picnic while Hill’s cover plays throughout. There’s no dialogue as the couple make out and walk around. On the final episode of the series, which aired on New Year’s Eve that same year, they were married.
Two months before that at the 26th Annual Daytime Emmys in May, Hill’s version of Can’t Take My Eyes Off You played in the background throughout a clip montage showcasing past winners of the Best Actor and Best Actress in a Dramatic Series categories. At the 27th ceremony in 2000, a taped bit involving Susan Lucci spending the day with her long sought after Emmy (she had famously lost eighteen times in a row before winning in 1999) was scored curiously to Frankie Valli’s original.
In 2008, ten years after its official release on The Miseducation Of Lauryn Hill, an unauthorized remix started circulating exclusively in Europe.
In 2016, Hill’s cover would re-appear in the romantic comedy How To Be Single, albeit for a mere 75 seconds. It pops up at the 99-minute mark near the end of the scene when Dakota Johnson visits “best friend” Rebel Wilson and realizes she’s “super rich”. (If you listen closely, you can hear the shout-out to Conspiracy Theory when the girls sit down on the floor to eat.) Four members of the film’s cast, including Johnson, sing the song a cappella in a couple of scenes. (Damon Wayans Jr.’s on-screen daughter refers to it as the “Eyes Of You” song.) Hill’s Grammy-nominated version, however, was curiously left off the soundtrack. Conspicuously absent from the film, another remake by Walk Off The Earth, replaced it on the CD. (In the movie, an instrumental organ version chimes in just as the Hill version fades out.) In 2020, Hill’s take popped up again in the straight-to-streaming Disney+ sports feature Safety.
With the definitive Valli classic already a standard for more than 30 years and Hill’s song reviving interest near the end of the millennium, Can’t Take My Eyes Off You would continue to be covered in the decades to come and sometimes by the most unlikely people.
The late Heath Ledger would woo bitchy Julia Stiles with an a cappella version in the 1999 romantic comedy 10 Things I Hate About You, a modernized take on Shakespeare’s Taming Of The Shrew. The late Andy Williams, best known for singing the Christmas staple It’s The Most Wonderful Time Of The Year, covered the song in 1968 and many years later it found its way in Bridget Jones’s Diary in 2001. He re-recorded it as a duet with Broadway star Denise Van Outen (Chicago) the following year.
In a deleted scene from the 2002 live action Scooby Doo remake, Linda Cardellini’s Velma has a go Michelle Pfeiffer-style while the bald-headed villain tickles the ivories. In the 2005 sequel Son Of The Mask, there are multiple genre versions (rap, disco, country) heard during the Halloween party sequence, most of them sung by Jamie Kennedy.
Even Howard Stern favourite Mr. Methane, the gonzo comedian who can fart on command, has attempted his own unique spin on Can’t Take My Eyes Off You.
On a March 2021 episode of her self-named daytime talk show, the first American Idol winner Kelly Clarkson covered Hill’s version as part of her regular Kellyoke segment where she performs famous remakes with a backing band. In 96 seconds, she more than holds her own as she confidentally rolls through the first verse and chorus in this shortened version. Her back-up singers even recreate the “bah dah” bit near the end.
Interestingly, this is not the first time Clarkson has performed Hill’s R&B recreation. During a live gig in February 2019, before performing a complete version of Can’t Take My Eyes Off You, she dedicated the song to her then-husband. Nineteen months later, after seven years of marriage, they would be divorced.
While it’s not exactly clear what Frankie Valli thinks of Hill’s rendition (his official website only acknowledges its “hip-hop makeover”, although in the very next sentence, which offers celebrity testimonials, she appears to be obliquely referenced as one of the “many other great recording artists” his band “influenced”), co-writer and former bandmate Bob Gaudio is most definitely a fan. When asked by Songfacts.com for his opinion, he offered the following:
“I love the record, it’s one of my favorite versions.”
And although initially disappointed by the absence of the famous horn section, Gaudio realized Hill’s version didn’t really need it to succeed:
“But when I first heard it I thought she had the audacity to do this song without the horns. How dare she? [Laughing]
Songfacts: That’s such a big part of the song, right?
Gaudio: I thought it was when I first wrote it. That was my big assignment: take the verse, which was soft and sweet and melodic, and then kick into the drums of the chorus. How do I bridge that gap? And the horns was the filler. I thought building with the horns to get to the chorus was the setup. And she comes along and doesn’t use the horns. But it still worked. So it was quite an interesting lesson for me.”
Why are there so many versions of Can’t Take My Eyes Off You? Valli offered his theory to Songfacts:
“It’s a very, very tough song to do badly. When the song is that strong to start off with, that’s the kind of song you look for.”
Lauryn Hill proved him right.
Dennis Earl
Hamilton, Ontario, Canada
Thursday, May 27, 2021
3:41 a.m.