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This is a remake of the classic hit by Frankie Valli and the 4 Seasons. Commisioner Gordon explained the song’s genesis to Rolling Stone:
“Can’t Take My Eyes Off of You” was never meant to be a commercial single. It was originally recorded for Conspiracy Theory and ended up on the radio, became popular, and that’s how it ended became a bonus track. She called me and said she was behind and had to get it done. She didn’t know how the arrangement of the song went, so we went and got a copy from Coconuts or Sam Goody. I 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.
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