The Supremes Sing Country, Western & Pop (1965)

The Supremes Sing Country Western And Pop Cover

“Now everybody in the neighborhood seems to walk with a steady beat…”

Following closely on the heels of 1964’s A Bit Of Liverpool, The Supremes Sing Country, Western & Pop became the fourth studio album by The Supremes, and the group’s second “theme album” in a row.  Diana Ross, Mary Wilson, and Florence Ballard couldn’t have been hotter when the LP hit the shelves in February/March of 1965; “Come See About Me” had only recently fallen from the top spot on the Billboard Hot 100, and latest single “Stop! In The Name Of Love” would hit #1 in late March, becoming one of the act’s most enduring records.  Neither of those songs appeared on The Supremes Sing Country, Western & Pop — in fact, the only single included on the album had been released way back in 1963, and was a complete flop.  Which begs the question — since The Supremes was now Motown’s biggest moneymaking act, why choose this moment to release a country album in the first place?

In their Supremes “50th Anniversary Celebration” magazine, Mary Wilson and writer Mark Bego trace the inspiration for this album to the groundbreaking Modern Sounds In Country Western Music released in 1962 by Ray Charles.  That ABC-Paramount release was a smash hit; just a few months later, Motown responded with Tribute To Uncle Ray, the second LP by “Little” Stevie Wonder.  The Supremes also followed jumped on the Charles/country bandwagon; the group’s country-tinged fifth single “My Heart Can’t Take It No More” was cut in December ’62, and released in February, and producer Clarence Paul worked on several other tracks with the ladies around the sound time (Lost & Found: Supreme Rarities notes the track for “It Makes No Difference Now” was recorded in February ’63).  However, when “My Heart…” failed to chart, the company quickly moved on, eventually sending the ladies into the studio with Holland-Dozier-Holland and striking gold (see: Where Did Our Love Go).

Once The Supremes were firmly established stars with three consecutive chart-toppers, Motown founder Berry Gordy, Jr. reached into the vaults and finally released the Clarence Paul tracks (Lawrence T. Horn is also listed as the album’s co-producer).  There were probably two major reasons for this decision; first, The Supremes were hot, so why not release another album on the group and generate some extra sales?  But second, and far more important, was Gordy’s admitted plan to expose the group to the widest audience possible.  In his Diana Ross: A Biography, writer J. Randy Taraborrelli states about this and the group’s other early concept albums, “No hit singles were ever culled from these albums; that was not really their purpose.  Rather they were part of Berry’s master plan to see the Supremes perceived as more than just another rock and roll group, to guarantee that they would cross racial, cultural, and age barriers” (121).  The good news for fans is that this album is a much better one than the previous A Bit Of Liverpool; although the material is a bit uneven and many of the songs seem to feature added voices (session group The Andantes are often noted for being on the album), the project is a better fit for The Supremes overall, and showcases Diana Ross as a rapidly growing songstress.


(NOTE: The following summaries are based on the 1994 CD reissue of the album.)

1.  Funny How Time Slips Away:  There couldn’t have been a better way to open The Supremes Sing Country, Western & Pop than with this song, penned by the great Willie Nelson.  A hit on more than one occasion (then-most recently by soul singer Joe Hinton, who had a Cash Box #1 R&B hit with it in 1964), the tune is a classic country ballad featuring stoic “farewell” lyrics with a surprising bitter twist at the end (“But remember what I tell you, in time you’re gonna pay…”).  Diana really brings the goods here; her voice is sly and smooth, channeling Patsy Cline in the way she slides up and down notes, seemingly refusing to let certain words and phrases go.  The melody is such a perfect fit for her high, clear voice that it sounds like it could have been written for her; she’s never forced to strain, and when her voice drops to some of the song’s lower notes, she takes on the incredibly appealing, velvety tone that she’d further develop in the coming years.  The real accomplishment here is that while Miss Ross effortlessly incorporates some of the vocal nuances common to country and western singing, she never sounds artificial (say, in the way she sometimes did when tacking the British material of the Liverpool LP); Ross has spoken about her early affinity for the country standard “Your Cheatin’ Heart,” so perhaps her deftness with this kind of music shouldn’t be surprising.  Of course, she’s ably supported by a fantastic instrumental track, led by a memorable guitar lick and bluesy piano that both sound tailor-made for the jukebox.  The background vocals are lovely, too; the high harmonies and soulful echoing of the word “funny” add just the right touch of melancholy behind Diana’s cool reading.  “Funny How Time Slips Away” is easily one of the best early Supremes album tracks, and Diana’s performance, in its unique way, is as good a lead vocal as had come from the Hitsville studios at that point.  There really wasn’t another female voice in the fold that could have delivered such a controlled, elegant performance (not to mention, I think we get the first released spoken passage by Diana, a singer who would set the gold standard for the spoken verse years later with “Ain’t No Mountain High Enough”).

2.  My Heart Can’t Take It No More:  This song had been the group’s fifth single, released as Motown 1040 way back in early 1963; the song didn’t make the Billboard Hot 100, and would be the last non-charting single released by The Supremes for a very long time.  Written and produced by Clarence Paul (Lawrence T. Horn is listed as co-producer of the song in The Supremes box-set booklet), the song is passable early 1960s girl-group fare, a song that could have easily been cut on The Chantels save for the country-tinged arrangement (think of it as sock-hop meets honky-tonk).  Diana, Mary, and Florence deliver capable vocals; the three-part harmonies are very well-done, and reflect the growth each had made as vocalists since recording the songs for Meet The Supremes.  Diana’s lead is good, if not nearly as stunning as her work on “Funny How Time Slips Away” — her voice is very pretty on most of the song (aside from her insistence on pronouncing the word “and” as “oooond” every time she sings it!), but she is straining during the bridge, which brings out the nasally sound prevalent on many of her early recordings.  The biggest issue with the song, however, is that it’s just not very memorable, especially when placed directly after the previous track.  There’s a sophistication to the Willie Nelson composition, particularly in the cutting lyrics, that’s missing from the clunkier writing here.  This isn’t the worst pre-stardom single released by The Supremes (that dishonor has to go to the unfortunate “Buttered Popcorn”), but it’s not a surprise that it didn’t click with listeners.

3.  It Makes No Difference Now:  This is a fun inclusion because it features each Supreme singing a solo verse; indeed, this is really the first (and only) released song in which Diana, Mary, and Florence get equal time at the microphone.  The song itself is also the only overlap with Ray Charles’s Modern Sounds In Country Western Music; he’d featured the Floyd Tillman tune on the second side of his album.  Wilson takes the first verse of this slowly swinging ballad, and her misty voice is a good match for the material; there’s a delicate strength to Wilson’s tone, something that works well with the general theme of country and western music and this song in particular.  Although her lower alto voice made her a natural harmony singer, she capably delivers the melody here, and she sounds particularly strong when belting the lyrics “…that’s plain to see” at :20.  Next to Diana Ross, Mary Wilson probably had the most naturally sophisticated voice in the group; the warmth and smokiness translated to various genres of music, and she sounds right at home here.  Ballard takes over next, her thick soprano taking the most liberty with the melody by adding several soulful flourishes.  Motown legend has it that Florence Ballard boasted a voice similar to that of Aretha Franklin; however, her performances on record reveal a sound more akin to Pearl Bailey, brassier and more “showbiz” than Aretha.  This isn’t her best vocal; as much as people bemoan Diana’s voice as nasally, Florence sounds quite nasal at several moments, especially her sustained final note.  Ballard was certainly gifted with a powerful instrument, but she sometimes lacked vocal control, which I think is the case here (her great shining moment as a Supreme would come with the next LP).  Diana Ross is on the opposite end of the spectrum; she is nothing if not a singer of control, and stays committed to her distinct choices as a vocalist (even when they’re occasionally off-base; see Eaten Alive).  Diana’s final verse is cut quite high, and she ends up singing most of it in childlike voice; although her notes can be a little sharp, the vulnerability of her performance works well here, bringing the song to a satisfying close.  By this point in the LP, it’s obvious that Miss Ross is comfortable in the laid-back singing style of country-western, and even when she’s forced to sing at the extreme top end of her range, she sells it.  Though this isn’t the strongest song on the LP, it’s a welcome inclusion, at least as a musical document of the three Supremes’ distinct musical gifts.

4.  You Didn’t Care:  This one’s another Clarence Paul original, and it’s basically a retread of “My Heart Can’t Take It No More.”  The chord changes are similar in both songs, and in some spots the melody of one can be sung directly over the other; consequently, “You Didn’t Care” (being the lesser-known of the two songs) gets a little lost in the shuffle.  That’s not to say this is a bad recording; Diana is again singing in a high hey, but she’s spot-on in her performance, and is backed by some simply sublime group harmonies.  There’s a moment worth noting at roughly :50, as Ross sings the line, “It’s not too late…” — the note she climbs to sure sounds like one of the highest she’s sung on record, and she transitions straight into her head voice to hit it.  She sounds gorgeous doing it, too; the tone she produces is full and round, ringing like a bell.  This is a pretty piece of filler; not a standout, but worthy of a place on the album.

5.  Tears In Vain:  The second Clarence Paul composition in a row is as innocuous as the previous tune; this one is well-produced and well-performed, but not particularly memorable.  Probably the biggest issue with this inclusion is that there’s not real “hook” to the song, and the melody isn’t that engaging.  Diana Ross again comes through with a sweet and sincere vocal; I wish Paul had cut he song just a bit lower to give a little more variety to the album (so many of the songs force Ross to the top of her range, and it’s nice to hear the moments when she gets to play with the huskier side of her voice), but the key certainly doesn’t sink the recording.  The classy harmonies behind Ross are superb, and worthy of any top-notch supper club; it sounds to me like The Andantes have a hand in those background vocals, and those ladies never fail to elevate a track.  Oh — and don’t miss the fantastic spoken lines at the very end of the song; maybe Clarence Paul needs to get some credit for first realizing how great Miss Ross could be when speaking on record!

6.  Tumbling Tumbleweeds:  Finally The Supremes Sing Country, Western & Pop returns to some real country and western, with the addition of a Bob Nolan song featured in a 1935 Gene Autrey movie (also called Tumbling Tumbleweeds).  The song’s been recorded many times over the years, including versions by Bing Crosby and Kate Smith.  Interestingly, most of the other versions I’ve heard are arranged as ballads; certainly those by the artists listed here are slow and meandering, sonic personifications of an aimless tumbleweed drifting across the dry Western landscape.  For whatever reason, the arrangement here is uptempo, giving this LP its first real upbeat song.  Purists may dislike the increase in pace, but it’s a nice change from the five songs that precede it; something needed to break up what was becoming a series of indistinguishable Clarence Paul compositions.  The bad news is that this is probably the weakest lead vocal offered up by Diana Ross on the album; as accomplished as she sounds on so many tracks here, there’s something that feels tentative and unfinished about her work here.  She lacks authority and intention in her delivery, although she’s definitely not helped by having to sing so high (again); in a way, her work here foreshadows some of the uninspired vocals on 1973’s Diana & Marvin.  As noted earlier, Diana’s commitment to a lyric is a big part of what makes her a great vocalist.  Ross herself acknowledges this in her 1993 memoirs Secrets of a Sparrow, writing, “My gift was being able, simply and honestly, to express the emotions of a song.  For that reason, my voice worked best as lead singer on the kind of material we used” (93).  She’s right, but on this recording, she sounds a little lost…like that tumbling tumbleweed.

7.  Lazy Bones:  This is the single best recording on the album, and easily ranks as one of the great Supremes non-single tracks ever.  Beyond that, I’d argue it’s one of the best recordings to come out of Motown during the first half of the 1960s; it might not have the immediacy of a “Please Mr. Postman” or the fire of a “Heat Wave,” but the musicianship on display here is staggering.  Anybody who doesn’t understand how great The Supremes really were — or how unbelievably accomplished the Motown studio musicians were — needs to listen to this sultry masterpiece.  The song itself is an old Johnny Mercer-Hoagy Carmichael standard, although no version I’ve heard sounds anything like the one found here; if this arrangement is totally the work of producer Clarence Paul, he deserves major kudos for taking the basic melody and nursery-rhyme lyrics and stretching them over a foundation of smoldering blues.  The guitar work alone is worth the price of admission, with a bluesy opening that could have been lifted from a lost B.B. King recording; the piano and percussion are also dynamite, reminding listeners that many of The Funk Brothers were jazz musicians (or at least influenced by jazz artists) before being recruited to play at Hitsville.  The vocal work is outstanding; the group sings nearly the entire song in glorious harmony, with Diana’s voice pulled just slightly forward and breaking out solo on a few lines.  Diana had rarely sounded so relaxed on record; the way her voice languidly slides from lyric to lyric is almost hypnotic.  Mary and Florence wail behind her; Wilson’s strong alto anchors the harmonies and Ballard’s ringing soprano practically soars into the heavens.  The Andantes seem to be there, too, adding to the complexity of the vocals; the sum of all these parts is a kind of musical web that transcends the Motown sound.  This is light years beyond the work featured on Meet The Supremes, and even some of Where Did Our Love Go; it’s perhaps the single best piece of early evidence of the sophistication innate to The Supremes.  Dick Clark once said of the group’s pre-stardom years, “Before they’d do their three-song set, they would be in the dressing room and I vividly remember that they were practicing Broadway songs, Barbra Streisand songs — ‘People’ was one of them.  And I thought: They obviously had plans to expand beyond this” (The Supremes box set booklet).  What they do on “Lazy Bones” proves him right, and it’s hard to imagine any of The Supremes’ peers expanding like this.

8.  You Need Me:  Another Clarence Paul tune; this is the last in a kind of trilogy formed with “You Didn’t Care” and “Tears In Vain.”  Like those two, “You Need Me” is technically a good recording in every way; production is classy, vocals are tight, and the lyric is succinct and relatable.  However, also like those other two songs, there’s nothing particularly wowing here; it’s good enough that it deserves to be on the album, but it never rises above the level of filler.  Diana sounds quite sweet, perhaps a tinge too sugary at times, but totally engaging; the backing vocals are strong, as they’ve been on the entire album.  The constant, rhythmic guitar strumming on this track is a nice addition, giving the song a subtle exotic touch; again, kudos to the fantastic musicians working on these sessions.

9.  Baby Doll:  A stellar album cut, this is the most “Motown-ish” of all the songs on The Supremes Sing Country, Western & Pop, and it’s not hard to imagine one of the label’s groups having a hit with it.  Of particular note here is the name of one of the co-writers; with Clarence Paul and Ted Hull, this song is credited to none other than Stevie Wonder.  This makes sense, as Clarence Paul was Wonder’s musical memoir; according to the All Music Guide, “Those close to their relationship say that Paul and Wonder were like father and son and later when Wonder began having hits, he’d accompany him on tour.”  Interestingly, “Baby Doll” isn’t far from the Holland-Dozier-Holland sound; the song bears some sonic and lyrical similarities to later recordings like “Honey Boy” (from More Hits By The Supremes) and the Martha and the Vandellas hit “Jimmy Mack.”  What sets “Baby Doll” apart is that the beat is less aggressive than on most Motown hits; this is a softly swinging song, which is why it fits well with the rest of this album.  Diana’s vocal is superb; she’s relaxed and assured, and she’s given the chance to sing in a slightly lower key, which results in a sexier sound.  Although it’s still a youthful performance, there’s an elegance to Diana’s work here.  If Motown had decided to release a single from this LP (aside from “My Heart Can’t Take It No More,” which had come out years earlier), “Baby Doll” would have been the smartest choice; it would have sounded great on radio, especially with a sharper and leaner instrumental track.

10.  Sunset:  This masterful, haunting track is another Clarence Paul-Stevie Wonder collaboration; Wonder actually recorded the song himself, including it on the aforementioned album, 1962’s Tribute To Uncle Ray.  Here, the number is transformed into a showcase for the smoky voice of Mary Wilson, who handles lead duties on the first verse and is quite prominent throughout the recording.  Wilson’s voice is a great match for the material, and aside from a few moments in which she seems to lack control, she really delivers.  Listen to her at about a minute in, as she sings the words “You turned and walked away…” — she is wailing her heart out.  Diana Ross leads the second verse, and she sounds soulful and dreamy; she adorns her vocal with some nice, bluesy riffs not always associated with her style.  The background harmonies are phenomenal; this is tight, perfectly choreographed singing.  With all of that said, however, the MVPs of “Sunset” are The Funk Brothers; next to “Lazy Bones,” this is the most impressive musical interplay on the entire LP.  From the mesmerizing string arpeggio to the jazz piano and eerie organ work during the musical break, every single instrument works together to create an otherworldly atmosphere.  For my money, this “Sunset” is better than the Stevie Wonder original (which, to be honest, is pretty shrill); The Supremes, the musicians, and Clarence Paul create magic here.

11.  (The Man With The) Rock And Roll Banjo Band:  The Supremes Sing Country, Western & Pop draws to a close with a song that had already been released prior to the LP hitting shelves; this song had been placed on the b-side to the group’s 1963 single “A Breathtaking Guy.”  It’s not a very good song, but it was co-written by Motown founder Berry Gordy, Jr., which is probably why it found itself on a single release over so many superior recordings.  With an opening lyric of “He’s a groovy, swinging guy with the Rock And Roll Banjo Band,” the song is immediately dated, coming off as a 1960s novelty tune on par with the group’s kitschy theme song to Dr. Goldfoot And The Bikini Machine. Occasionally giving up on the idea of a rhyme scheme, Gordy & company craft mundane lines like, “The way he plays that thing, it makes my poor heart ring, I’m gonna marry that guy someday…”  The Supremes gamely pull through, although they seem to lack in energy somewhat; then again, can you blame them?  What the ladies lack in enthusiasm, the frantic banjo solo more than makes up for; whoever is plucking that thing seems determined to cram as many notes in as possible.  This is a crazy way to end such a classy album…although I dare anyone to listen to it and not break into a grin.


Because it is a “theme” album, The Supremes Sing Country, Western & Pop has a consistency missing from many Supremes LPs; in fact, most Motown albums of the 1960s period aren’t this consistent.  And better than that, it’s consistently good; the only real dud here is the final track, and even that’s not close to worst thing released by The Supremes.  Clarence Paul crafted some lush, sophisticated arrangements and the musicians and vocalists rise to the occasion; the end result is a satisfying work that is an immeasurable improvement over the previous Supremes album.  This wasn’t a hit when released in early 1965; it only managed to climb to #79 on the Billboard 200, and fans focused on the group’s mega-successful singles instead.  But this is a work that everyone involved with should have been proud of; Motown might have been a hit-making machine in the 1960s, but an album like this proves the label was capable of artist as well as commercial success.

Final Analysis: 3.5/5 (Classy And Full Of “Care”)

Choice Cuts: “Lazy Bones,” “Funny How Time Slips Away,” “Sunset”

The Supremes Sing Country Western And Pop Back


About Paul

Album-by-album, track-by-track, a look at the entire Diana Ross discography...
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17 Responses to The Supremes Sing Country, Western & Pop (1965)

  1. david h says:

    i had always enjoyed this album although I thought it strange they would release a country album, but then again …not. I love the vocals and hamony of these early albums. although Rogers N Hart is my favorite standard album of theirs. I think this album is really good and I think it’s a good listen.,,at least until the next album came along…. a few months later. my favorite tracks are the same as yours, I am amazed at how a group could release 5 albums in one year, and they would actually repeat that in 1968. these days we cant even get one Ross album.
    another example of how and why they were supreme.

  2. david h says:

    after thought, if they ever do a another Ross/ Supremes box set, I think I’d let you to the track listing because it has become clear you are a Ross music expert. hands down, we could take your top three songs from each of her albums…we would have a perfect box set.thank you

    • Paul says:

      This is the biggest compliment I could possibly imagine…thank you so much. Someday I’ll tackle the idea of putting together a perfect box set and post my dream track list!!

  3. This is one of those records that I own just to complete the Supremes discography. The thing is, I like country & blues music in many forms, just not here. I think the major issue I have with the release is so few of the track list are genuine country or blues standards with 6 of the 11 tracks are in house “in the style” of songs. La Ross would prove later her affinity to for Country (Last Time I Saw Him) & Blues (Lady Sings the Blues) and while I really appreciate tracks like “Funny How Time Slips Away” & “Makes no Difference Now” it is the inauthentic tone of the project that really grates with me. The fact that we close out the record with another god awful Berry Gordy track speaks more to a grab at royalties for the Motown crew than a respectful nod to the genres of music that are the origin of much pop music. Paul, I think you are a lot more generous towards this effort than I will ever be. 😉

    Now, “We Remember Sam Cooke” on the other hand…

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  9. benjaminblue says:

    Thank you for showing such interest in this album, which is so often, unfortunately, overlooked or flat-out dismissed, even by the group’s fans. I must admit I, too, had little interest in it initially, when I saw it in the stores. It was obvious that the front-cover photo was a reject from the session when the Where Did Our Love Go jacket picture, which was fantastic, was shot. The snap of Mary on this album’s back cover was appealing, but there was a seeming typo, too, suggesting that the album was rushed and not ready. Why was Diana identified as “Diane” on this jacket, and only this jacket, when previously she was called Diana, a more catchy-sounding moniker? Too, c&w was not a genre for which I had an appetite. However, as I was hungry for more Supremes’ sounds after playing the other five albums over and over again, this became my sixth Motown LP purchase, and I was thrilled to have it.

    Playing the record as a young teen, I was not enthralled, initially by Lazy Bones, perhaps because it was too sophisticated or perhaps because it seemed too negative and mean, belittling the person it addressed. Otherwise, I loved most of the songs, even with (The Man With The) Rock ‘n Roll Banjo Band. That latter song became tiresome only three or four years later, and Baby Doll lost some of its initial charm as time went on; occasionally I liked it and just as often I didn’t.

    In general, I agree with and appreciate your honest assessments of the other tracks. Standouts for me then and now were Funny How Time Slips Away, It Makes No Difference Now and, to a lesser extent, Sunset. I’ve come to admire the artistry of Lazy Bones. But I disagree with your comment that Tears In Vain was a throw-away. In structure, it reminded me of the wonderfully captivating, moving delivery of Never Again, from Meet The Supremes; maybe it was not quite up to the level of that bluesy ballad, yet it had the sexy spoken ending to give it heft, substance and intrigue. Also, unaware at the time that this album was recorded years before its release date, I believed that the overall sound was consistent with that of the more current material; specifically, many of the country strains here seemed of a piece with those hinted at on Who Could Ever Doubt My Love, from More Hits By The Supremes.

    While this album has been much maligned, I hope that many of your followers will give the album a try. It really was and is an eye-opening view of the Supremes, their ability to expand their musical horizons beyond all expectations and their aptitude for harmonizing. And I hope that the stereo version, still unheard by me, will one day find its way to a CD release.

  10. Steven says:

    An album which I only bought in much later years when I wanted to be a “completist” and also because I found it in some bargain bin. Never much liked it and interesting to read how little “country & western” it actually was, due it containing mostly Clarence Paul songs. Your analysis Paul gives it much more than it’s due IMO, but now it will also make me dig it out of the bottom of the pile and try to listen with different ears. Baby Doll definitely is one amongst the sexy/smooth Sups songs.

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  12. I love this album…and your blog. Thanks xx

  13. Brian says:

    It makes no difference now was One of Flos shining moments …her voice was powerful soulful and a hint of country in it that she sounded like she could of sang Country music. SMH

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