Both versions of "Smiling Faces Sometimes" deal with the same subject matter, "back-stabbing" friends who do their friends wrong behind their backs ("Smiling faces sometimes...they don't tell the truth...smiling faces tell lies"), but in different ways. The lyrics inform the Listener to not be fooled by the smile, the handshake, or the pat on the back. The Temptations' original uses an arrangement similar to a haunted house film score to represent feelings of fear and timidness. Included on the 1971 Sky's the Limit album, "Smiling Faces Sometimes" runs over 12 minutes, most of which is extended instrumental passages without any vocals. This version established the epic, cinematic approach to the group's productions that Whitfield would perfect on subsequent hits like "Papa Was a Rolling Stone" (1972) and "Masterpiece" (1973). An edited version was planned as the Temptations' summer 1971 single release, but this plan was dropped when lead vocalist Eddie Kendricks, frustrated by personnel problems within the group, quit the Temptations and signed a solo deal with Motown in March 1971.
Whitfield was known for recording dramatically different versions of the same song with different Motown artists, including Smokey Robinson & the Miracles' "I Heard It Through the Grapevine" (re-recorded as hit records for Gladys Knight & the Pips, and Marvin Gaye) and the Temptations' "War" (re-recorded as a hit for Edwin Starr). After Kendricks left The Temptations, an undaunted Whitfield re-recorded the song with his latest protégés, psychedelictriothe Undisputed Truth. Their version is noted for the line: "Can You Dig It". Billboard ranked the resulting single as the number 14 song for 1971.[2]The O'Jays' similarly themed 1972 hit "Back Stabbers" quotes the lyrics "smiling faces, smiling faces sometimes...(tell lies)" in the refrain near the end of the song.
Whitfield later revisited the song for the 1973 album Ma, recorded by Motown's white rock band, Rare Earth, which he produced and wrote.
Lead and background vocals by Joe Harris, Billie Rae Calvin, and Brenda Joyce
Rare Earth version
Released on their 1973 album Ma, also produced by Norman Whitfield, with lead vocals by Peter Hoorelbeke. Contains Spanish lyrics at the beginning that are ignored in all transcriptions of the lyrics.