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Written by Smokey Robinson
Arranged by Mac Huff
Originally performed by Mary Wells
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| 2. | I've Got A Crush On You
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| 3. | Walkin' After Midnight
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Written by Alan Block and Don Hecht
Arranged by Mac Huff
Originally performed by Patsy Cline
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| 4. | Here, There, And Everywhere
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Written by Georgia Dobbins, William Garrett, Freddie Gorman, Brian Holland, and Robert Bateman
Arranged by Alan Billingsley
Originally performed by The Marvelettes
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New Spirit 2003
