This is a perfect cover in every way, arranged by Daniel Janin. The heavy, driving bass, long whine of the horns, and thick drumming make a monster instrumental. Nothing like the Bacharach version. Nancy Holloway does an outstanding rendition of the lyrics, delicate in some places, husky in others, bleeding and pleading the whole way through. The slow, pained delivery of the lyrics almost seem to be off pace with the tempo of the beat, but the horn melodies punctuate and hold this song together. There are qualities about this song that I find impossible to describe. All that's left to say is that this song is so cool and mesmerizing that it's hard not to close your eyes, and let yourself slip into the textures of this song. I never get tired of it.